Equestria Desire
by Moretsuna Sora
Summary: Naruto, after being sent to a void dimension by Kaguya - by the will of the Bijuu, is sent to Equestria. Alone and in a body matching that of Kurama's he slowly adjusts to life in a world of Equestria. Slowly but surely he adjusts and make a life with love of the mares around him. Naruto x Harem - Rated M for a lot of smut in the future
1. Chapter 1

**Equestria Desire**

 **Chapter 1**

 _ **Contributor: DragonPony022**_

Kurama furrowed his brow in frustration as this wasn't how it was supposed to go. Naruto and the Uchiha had finally sealed up Kaguya in another Chibaku Tensei. But then things went south as she, in one last bit of revenge before being fully sealed away, dragged both Naruto and Sasuke into the pitch black void that not only knocked them out instantly but was seemingly tearing up Naruto's body.

"I'm not going to let you die like this Kit! I don't care if I erase this half of myself I am not about to let you die after everything you have done for us" Kurama roared as he pushed his energy through Naruto to heal up the wounds almost as quickly as they popped up.

"Kurama, let us help you" Matatabi said as she and the other Bijuu couldn't stand by and watch the boy who had helped free them, befriended them, and fought for them suffer like this.

"Then find a way out of here! The sooner he is out the sooner he is safe! After you set us on a path I want you all to let yourselves be pulled back to your other halves" Kurama said as the other Bijuu widened their eyes at him.

"You aren't coming with us?" Son Goku asked while Kurama shook his head.

"I'm staying with the kid until I know he is safe, even if there is only a tiny bit of myself still alive when this is over. I will let my last bit go back the second I see him leave this place still intact" Kurama said in a tone that the others knew there was no use trying to talk him out of it.

"You heard our brother. Now find a way out, I doubt we'll get him back to his original world but anywhere is better than this. Do it fast as at the rate Naruto is being torn apart Kurama won't be able to last much longer" Gyuki said as the others pooled their energies and started to search and make Naruto drift through the completely black void.

Kurama could feel his consciousness fading as his chakra was getting much too low but he continued to heal Naruto before he noticed a rip open up in front of the path they had Naruto drifting towards. "We found somewhere brother, we don't know where it goes but it's somewhere out of here" Gyuki said as the others looked towards Kurama, worried as the fox's body started to get dangerously skinny at the low amount of chakra he had left.

"Thank you, now leave" Kurama said as Gyuki put his hand on Kurama's shoulder before the fox shoved him away. "I said leave! I have to make sure he gets through safe and I don't want you all being stuck! I'm fine with fading but I don't want you all to go down with me" Kurama said as Kokuo tried to speak up onto for Gyuki to send her a 'let him be' look that only made her and the others frown more.

"We will see you again brother, but not this half of you. We will still miss you nonetheless and we will make sure father saves the others from the illusion" Gyuki said as each of the Bijuu patted Kurama on his back, lending him the little bits of chakra they could offer while still keeping enough to protect them on the way back.

"Keep the kid safe, he's done a lot for us. I hope wherever this takes him he is happy. He deserves it" Son Goku said as the others nodded and one by one they faded away, leaving Kurama to be the last one in Naruto's seal.

Kurama let out a low chuckle as Naruto drifted closer to the rift. "Thank you for everything you've done for us Kit since because of you we are free. You fulfilled your promise, I'm just sorry you couldn't live peacefully in your world. Hopefully this one is good for you" Kurama said as he braced himself before pouring, in one full burst, all of his and the bits of his sibling's chakra into every bit of Naruto to the cellular level to keep him safe as he entered the rip.

"Stay safe" Kurama muttered as he faded from the seal just as the rip closed behind Naruto.

Naruto, as he fell from the sky, was surrounded by a golden sphere of energy before he landed in a dense forest with a loud crash that the dome took the force of to keep him safe. The forest almost seemed to move towards him as various trees around the dome shifted and melded together with roots that burst out from the ground below it until a massive tree stood up taller than any other tree and cocooned the dome inside it.

 **-Canterlot-**

When she first woke up this morning Celestia, the princess of Equestria, thought it was going to be another normal and boring day of royal duties and for the most part it did until she felt something powerful break into the world in the direction of Ponyville.

"Princess! Princess!" a familiar voice yelled as a purple unicorn burst into the hallway before she noticed her there and ran towards her. "Did you feel that just now?" she asked as Celestia nodded.

"Yes my dear student Twilight I did and I think I personally need to go and investigate this occurrence" Celestia said with a frown as she could feel the power radiating from here and the major thing that worried her was that it felt on her level. "Stay here and I will be back soon hopefully" Celestia told her student as Twilight nodded and watched as she left.

"Shining Armor, gather my guard's fastest flyers, we are heading to Ponyville" Celestia said as Shining Armor nodded and saluted before signaling the guards with his magic before ten pegasi landed, five on both sides of them.

"Stay on guard while I am away Shining Armor I will hopefully be back soon" Celestia said before she and the guards took off in the direction of the energy she could feel.

It didn't take her long to realize it was coming from the massive tree in the Everfree forest.

As she tentatively landed, her guards flanking her, she found the energy around the tree to be...peaceful. Honestly to her it felt like pure nature was radiating off the tree, and by the hordes of birds and animals gathering around the tree it showed she wasn't the only one being put at ease by it.

"Is the tree dangerous Princess?" the captain of her pegasus guards asked as Celestia shook her head.

"I wouldn't say it is dangerous but I would like to station guards here and put a barrier around it in case unsavory characters try to do anything with it. I want to be alerted the moment any changes happen with it" Celestia said as the guards saluted to her while her eyes were still locked on the tree.

She might not feel anything malicious in it but that didn't mean she wouldn't be cautious about it. Despite the feeling it gave her that it would change things for the better she was still nervous about it but decided whatever came of it she'd deal with it then.

 **-A Few Months Later-**

Naruto groaned as all the muscles in his body felt like they were on fire and he had been crushed under Gamakichi. As he opened his eyes he was quickly confused as he found himself inside a massive hollowed out tree.

'W-Where am I?' he wondered before he widened his eyes and quickly looked around. 'Wait Kaguya! I remember finishing her off but what happened next?' he thought as he tried to stand up only for his body to feel off, unaware why until he looked down at his arms which quickly made him widen his eyes.

"Wait… I have fur?" Naruto asked out loud as his arms looked like Kurama's only with a lighter orange color to them. The further he looked around at his body the more confused and shocked he became as he noticed his body was that of Kurama's in make up with nine tails billowing behind him to even the long ears on top of his head. The only difference was that he seemingly had more fur on the top of his head to resemble his spiky hair of sorts with two spiky bangs hanging down the sides of his face.

'Kurama? Are you and the others still there?' Naruto asked as he tried to talk to them like he always did only for there to be no response and he didn't feel any of the Bijuu inside him. 'I know we won so did they maybe get pulled out of me by the Sage? If so then where the hell am I?' he wondered before he decided the only way he'd get answers was by leaving whatever tree he found himself in.

'I still have chakra but it feels off so for getting out better keep this simple' Naruto thought as he clenched his fist and punched through the trunk before he started to pull at it and tear off pieces off the wall until a doorway his size was made for him to leave out of.

"Halt! Stay where you are!" a voice ordered out before he looked over to see it came from a winged horse clad in golden armor while four others stood beside them.

'Am I in some sort of odd summon realm cause I swear those are not how normal horses look' Naruto thought as they looked much more cute if he had to describe them in any way.

He was a bit taken aback as a large white horse landed behind them as this horse was the size of him with a long blue, green, and pink glittery mane. She, like the horse in the armor had wings, but unlike the armor one hers were much larger and she had a long white horn. The horse wore a golden necklace around her neck and a golden crown on top of her head right above her horn as her purple eyes looked him over.

"At ease captain for now" the horse said as she briefly looked over at the armor wearing horse before looking at him with a kind smile. "I am sorry for my captain as she was just following orders to keep whatever came out of your tree from leaving until I arrived. My name is Princess Celestia, may I ask your name?" Celestia asked as Naruto nodded, trying to take a step out of his tree before he fell down with a groan.

"Ugh stupid weird hind legs" he groaned out before he pushed himself back up with his arms. "Sorry, legs are asleep. My name is Naruto Uzumaki" he introduced as looked at her and held out a hand towards Celestia only to frown as he forgot they were horses and set it back down on the ground.

"Well Naruto, it is nice to meet you but can you tell me how you arrived here and the cause of the tree?" she asked as Naruto frowned and rubbed the back of his head a bit. "I felt you enter this world and since then I figure you have been sleeping in hibernation in this tree" she added making Naruto frown a bit more at the 'enter this world' comment.

"Well...the thing is that I don't quite remember. I just woke up and last I remembered I was fighting a goddess. Everything that happened after is blank" Naruto said as he kept the fact that he used to be human and anything about the Bijuu a secret for now. "Honestly I'm just shocked at things since my world had horses but they definitely looked...different" Naruto said as Celestia chuckled.

"We are called ponies here. Those ponies with wings are called pegasus, ones with horns are unicorns, and those with neither are earth ponies" she explained as Naruto rose an eyebrow at her.

"And what are you called? I mean you are quite bigger than the others" he said before one of the guards beside her stepped forward.

"Be respectful when talking to our princess like that!" they yelled, their wings spread out before Naruto frowned before they watched him sit up until he was to Celestia's height. They already knew he was large, the guards only measuring up to his chest, but as he fully sat up he was much larger than they expected.

"Oh I'm sorry, I didn't mean to sound bad. I was just genuinely curious" he said as he stretched his back a bit, his muscles still being sore but figured sitting upright was better than being hunched over.

"That is fine, it is quite alright" Celestia said in a calming tone that eased the pegasus' annoyance away. "I am an alicorn although a special one as due to my domain I am immortal. Normal alicorns have attributes of all three pony classes and are rare as there are only three around, myself included, and all three are princesses" she said as she understood he wasn't of this world so all of this was very new to him.

"Are there other foxes here?" Naruto asked as he was pretty sure there weren't given the odd looks he had gotten from the pegasi when he first left the tree.

"Not that I know of but there could be. For now would you be against coming back with me to Canterlot as there are things we need to still discuss and I feel it might be better to talk in my castle instead of out here in the forest" she said before he nodded with a bit of a frown.

"I'm fine with it but my legs are pretty sore so is it close by?" he asked before Celestia smiled and waved her hoof at him.

"I can summon a carriage to take us to Canterlot so don't worry" she said as he watched her horn glow and a large enclosed carriage materialized behind her before its door opened for them. "And don't worry I can help you walk since you seem to be sore" Celestia added as she noticed him limp forward only to almost fall until she surrounded him in her magic and gently helped him onto the carriage.

"Stay on guard around the tree until we return the next day. Also it goes without saying not to mention this to anyone" Celestia said as the guards saluted her before she closed the carriage door behind her.

"Thanks, my legs are not working too well right now" Naruto said as Celestia sat down on one side of the carriage before the pegasus guards pulling it took off into the sky.

"That is fine, I expect you are not use to your body?" Celestia said, smirking as she noticed a slight flinch from Naruto. "Do not worry I will not ask if you are not willing to tell but know I will offer help if you need it" she added as he nodded.

"I've had a body like this somewhat before but it was different. This might take a while but at least I have hands" he joked as opened and closed his hands.

"I have seen foxes before but you are definitely the first with hands like that and with that many tails. When I felt you enter this world I felt your power but I am glad you seem to be peaceful" she said with a smile, making Naruto chuckle as he looked outside the carriage window to see the massive castle that was getting larger as they got closer.

"Is that your castle?" he asked as Celestia nodded.

"Yes and you don't have to worry about anyone seeing you right now as the guards up front will land us near the throne room so we can talk more" Celestia said as the carriage started to fly lower to properly land in the throne room.

"Guards absolutely no one is to bother us while we are in here, if they need to talk tell them they can wait until this morning. Also prepare a room for him to stay in for the night nearby" Celestia said as the guards saluted to her while she stepped out of the carriage. She was about to help Naruto out before he waved her off since he knew he had to learn how to move around eventually.

"Please sit wherever you like as there is much to talk about" Celestia said as she walked up to her throne, watching with a chuckle as Naruto wobbled a bit as he walked out of the carriage that quickly disappeared once he was out of it.

"First though, as ruler of Equestria, I must ask what might be your intentions as if you plan to be a danger to the inhabitants I will have to deal with you personally" she warned as she threw open her wings and summoned her magic to put some backing in her threat.

Naruto was a bit stunned as the weight of Celestia's power instantly reminded him of Kaguya as he also swore the room just got incredibly hotter, the heat radiating off Celestia before he held up his hands.

"I don't plan to be a danger, honestly. Back in my home before I wound up here I was fighting against a villain who was trying to put the world under a mass illusion so I think my alignment is pretty good" he said as the heat basically vanished instantly and Celestia tucked back in her wings with a smile.

"Oh then I see no danger in you and I am sorry but I had to find out before telling you about my land" Celestia said as he waved it off.

"I understand since I am someone new and all" Naruto said with a slight chuckle as he instantly made a mental note not to piss off Celestia since he figured the sun on her butt wasn't only for show.

As the night went Celestia did her best to tell Naruto the basics of Equestria and how things went along in it from cutie marks to currency and even magic while Naruto told her about what had happened prior to his arrival here, his world, and their magic called 'chakra' which interested her a bit. He did though keep his human nature and the Bijuu a secret as he felt those should be saved for much later.

They continued to talk throughout the night before she realized just how late it had become.

"We should probably stop now as it is getting rather late. We may continue tomorrow as I have something in mind that might help you become more acclimated" Celestia said as she stood up and Naruto frowned, a bit confused, but nodded as he stretched a bit.

"If you say so. I don't know how well I'll be able to sleep but I might as well" Naruto said as he stood up, finding it slightly easier to walk now that his muscles had stopped hurting.

"Guards, please show Naruto to his room for me please as I have things to prepare for tomorrow" Celestia said as two guards saluted her and stood in front of Naruto.

"Right this way sir" one of them said as Naruto nodded and followed after them. Once out of the throne room Celestia let out a slight sigh at the work ahead of her before she could lay down but she knew she wanted to help Naruto after being thrown into this world so it was the least she could do.

Of course she'd still keep an eye on him until she was fully sure he wasn't a danger but she felt like he wasn't a real danger. She might have only his word on it but he didn't give off any feeling of a threat but as ruler she still had to be careful.

Naruto frowned as the door closed behind him before he made his way over to the bed and sat up on it. 'Okay so I'm in an entirely new world full of talking horses that like to be called ponies….at least I'm alive' he thought with a sigh before he moved his hand down to his stomach 'but I'm all alone' he added as he could feel the Bijuu's energy in him but he couldn't feel them. 'I hope they are just safe back home and everyone else was able to get out of the illusion' he thought before he shook his head and stood back up off the bed.

'I can't get all mopey like that. I'm sure the Sage helped them or something. They are safe and so am I. I doubt I'll be able to ever return home but that doesn't mean I can't make a life here...though first things first I need to practice moving this new body around' he thought as he looked at himself and his tails, grateful that the room Celestia put him in was rather large so that he could move around without being cramped.

 **-Next Morning-**

Celestia smiled as she watched Naruto enter her large dining room, which was empty at this time in the morning, without nearly as much trouble as he had last night. "I hope you slept well since apparently there were reports of a lot of bumping and crashing around the area of your room. You wouldn't happen to know the cause would you?" she asked with a smirk before he rolled his eyes.

"Yeah very funny. I was just having a bit of difficulty with my tails as they are harder to control than I thought they'd be. You're lucky you have one as keeping balance with nine is really difficult" he said as Celestia chuckled and nodded.

"Well I am happy to see you are getting the hang of your new body. I couldn't imagine how that must be but you seem to be taking it well" she said as he sat down at one of the seats before she levitated some food over to him.

"I don't know what your diet is so I hope you are okay with our food" Celestia said as Naruto looked over to see foods like pancakes, hash browns, and other regular breakfast food besides the lack of bacon. But then again he figured with them being horses he doubted that they would eat stuff like that.

"Yeah this works but, just curious, ponies don't eat meat do they?" he asked as Celestia shook her head.

"Pegasi are known to eat fish sometimes due to their need for protein to keep their wings strong but other than that nopony really eats meat" Celestia said as Naruto shrugged his shoulders as he was find with fish before he picked up the silverware and started to eat.

"So what's the plan for today?" Naruto asked as he looked towards Celestia who frowned and made her cup of tea float back down to the table.

"That is all up to you Naruto and where you would like to stay. You are free to live here in the castle with me and the other inhabitants if you like or we can find you better living situations as I understand not everypony is suited for life in Canterlot" Celestia said as Naruto rubbed the back of his neck with a frown.

"As much as I am thankful for the offer to stay here I think somewhere smaller might be better. There are way too many negative emotions here and somewhere smaller and less royal might be best" he said while Celestia nodded, him having brought up his ability to sense negative emotions last night when he brought up his chakra.

"I figured you might say something like that which is why, after breakfast, we will be heading to just the town that I feel will be perfect for you so you can get integrated with pony culture as well as meet new people and make new friends. I already notified the mayor of the town early this morning and got a quick reply back so they are expecting us" Celestia said as Naruto rose an eyebrow, a bit worried how other ponies might react to him as the guards so far tended to be a bit jumpy around him.

"Don't worry the ponies there are very accepting plus since your tree is nearby that town we will be able to make excuses for most of the things you will be there to learn" she said as levitated back up her cup of tea to drink from as Naruto decided he might as well finish the food before they had to leave.

The actual ride to the town was a bit quicker than the ride from the tree to the castle but as he looked out of the window he was able to see the town below. Most of the houses looked like straw roofed cottage with a large building in the center of it all.

As the carriage landed he backed a bit away from the window as he could see somewhat of a crowd waiting outside for them. "Do not worry I told the mayor you were different and a fox but not dangerous so I hope that'll help" Celestia said as the carriage door opened and she stepped out before looking back to encourage him to follow.

Naruto paused for a bit in the carriage before letting out a sigh and following after Celestia. He wasn't ashamed of what he was since in all honesty he'd rather be a fox like Kurama instead of a pony as he figured the lack of hands would get to him. His nervousness more stemmed from this all being a new world to him and new people that he'd have to win over again.

"Oh my when Princess Celestia said you were a fox I didn't think you'd be that large, or have that many tails" a grey maned mare said as she pushed up the glasses on the end of her snout up a bit.

The mare had blue eyes with a two toned grey short mane with a matching normal length tail. Her coat was a tannish color as she wore a white shirt collar with a green handkerchief tied in it. Her cutie mark seemed to be a piece of paper rolled up and tied with a teal ribbon.

"On behalf of the ponies in Ponyville I, Mayor Mare, would like to welcome you to our town" Mayor Mare said as she motioned to the 'Welcome to Ponyville' banner above them while the ponies cheered behind her.

"Thank you, this means a lot" Naruto said with a slight smile, being careful of showing his fangs as he didn't know how the others would react.

"This here is Naruto Uzumaki. For most of his life he's lived in the Everfree forest alone until he created the massive tree that sprouted up a few months ago as home. When my guards showed up he stayed hidden but when I came to check I felt him in there and I coaxed him out gently. He is new to ponies, having never seen any enter far enough in to find him until now so I hope you welcome him warmly" Celestia said as Naruto was impressed by the excuse she created to hide everything about him for now.

"Oh my gosh! I've never seen a fox like you before" a pony said in a very soft but excited voice as Naruto looked down to see who it was.

The pony teal colored eyes and had a long pink mane that curled at the end and a matching pink tail that was a bit longer. Her coat was a pale gold and her cutie mark was three pink butterflies.

He was a bit confused as she kept circling around him and even went as far as to pet his tails which made him feel odd until he made them move away from her. "Oh sorry they just looked so soft. I'm Fluttershy, it's really nice to meet you" Fluttershy said as she looked up at him with stars in her eyes.

"I'm sorry about that. Fluttershy is our animal expert and I thought having her alongside might help make sure you are comfortable here" Mayor Mare said as Naruto nodded.

"It's really okay, I was just surprised as that's the first time someone's touched my tails that's all. It's nice to meet you though" Naruto said as he held out his hand towards Fluttershy who put her hoof in it and let him shake it.

"Well I must be off but I will be in contact with you Naruto later as I need to relieve my guards from defending your tree" Celestia said to him before she turned to Mayor Mare "and as always it was a pleasure to visit pony" she added as the mayor smiled with a light blush and bowed before Celestia walked back into the carriage that started to drive towards the Everfree forest.

"How about of tour of Ponyville and then we can find you somewhere to live and maybe work since Princess Celestia said to help show you a pony's way of life. You don't mind that do you?" Mayor Mare asked as he shook his head.

"I'm totally fine with helping out around town where it's needed" Naruto said as Mayor Mare smiled up at him before she, and a crowd of other curious ponies that stuck back a bit further behind them, walked through town.

"I have to say I didn't know there were foxes like you living in the Everfree forest. Have you met any others of your race?" Fluttershy asked as Naruto shook his head with a frown.

"Been alone for as long as I can remember so I don't know but I don't think there are. Honestly I'm just glad Princess Celestia found me" Naruto said as he built up on Celestia's cover story.

"I mean your paws aren't like any paws I have ever seen and your ears are more like a rabbits. Plus you have so many long tails" Fluttershy gushed before she embarrassing covered her mouth once she realized she had be babbling a bit. "I'm sorry you just are so unique" she said before he waved her off with a chuckle.

"Yeah I guess I am a rather odd fox I mean instead of paws I have hands and my ears are rather odd but I'm glad a pretty pony like you seem to like how I look" Naruto said as he did like her pink hair while he moved one of his tails over to pet her head, quickly making the pegasus blush at the compliment for the magnificent creature before her.

"You call your paws hands? How quaint" Mayor Mare said with a smile as Celestia had told him ahead of time how no other pony besides her and a very select others have actually seen hands.

He merely chuckled as they made their way further into Ponyville.

Honestly from what the mayor showed him he liked the little town. Everyone seemed friendly enough, although a few acted a bit scared around him the majority seemed to be either interested in him or okay with him.

"Oh my goodness, is that your natural coat?" a female voice asked before a measuring tape held up by magic started to measure parts of him.

The female pony was a unicorn with blue eyes and a very curly purple mane and tail. Her coat was a light grey almost white with her cutie mark being three light blue diamond shaped gems. "I have to say it such a lovely shade of orange. Orange is such a hard color to find a good shade in, too dark and it's musty and too bright it hurts your eyes but yours is splendid darling" the unicorn said as Mayor Mare chuckled.

"Rarity meet Naruto Uzumaki, he arrived not too long ago with Princess Celestia. Rarity here is Ponyville's best seamstress and as you can see she takes it seriously" Mayor Mare said as Naruto chuckled and held his hand out to the unicorn.

"Nice to meet you Rarity, I'm glad you like my fur" he said as Rarity looked at his hand before getting stars in her eyes.

"My goodness darling, your nails are exquisite! They are such a graceful natural point and such a sleek shade of black. And your paws-hands" Rarity started to say before Mayor Mare corrected her making Rarity raise an eyebrow at before shrugging and going back to his hands. "Well your hands are simply something I haven't seen but I can feel they'd be great for helping me out" she said before Mayor Mare chuckled.

"We'll add your place to one of the possible jobs for him Rarity. If you want you may come along and join the crowd for his tour through Ponyville" Mayor Mare said as Rarity frowned and looked back into her shop before nodding.

"My work can wait a while since it isn't everyday a marvelous creature like this moves into town. I must come along so he knows the perfect shops to buy care products to keep his coat magnificent" she said as she stepped out of her shop, turned the sign to closed and stepped to his left since Fluttershy was staying close to his right side.

"Well then, on we go" Rarity said with a smile up at him and Mayor Mare nodded with a chuckle and continued on before the sound of fast rolling wheels made them stop as they neared the market.

"Runaway wagon of apples! Look out!" a voice yelled as Naruto looked to his left to see a massive wagon barreling down the street towards them.

He quickly held out his hands to catch the wagon before hoping he could control his tails enough to help. Thankfully the practice last night was enough to help as his tails helped grab the wagon with his hands to immediately make it stop its crash course without anything inside it being damaged.

Rarity couldn't help but stare as she and Fluttershy watched Naruto stand up on his hind legs to catch the wagon, both impressed with how he could stand up like that. Rarity though, having the sharper eye of the two mares, was also quick to notice how his muscles flexed as he carefully but with enough strength to keep them from danger.

"Oh my how dashing of you to save us like that" Rarity said with a smile as Fluttershy nodded with a thankful smile.

"Whoo that was close, thanks partner" a cowboy hat wearing pony said as she rushed over to them with a smile.

The pony lacked any horn or wings with green eyes and a dull blonde mane and tail, both of which had a red hair tie at the end to make a, pun unintended, ponytail. Her coat was a warm shade of orange with a few blonde freckles on her cheeks. Her cutie mark was three red apples.

"I do have to say it is mighty impressive how you saved my wagon so easily like that, normally only my brother can really stop it when it gets out of control. Plus you even saved everything in it which really saves me as that's everything we had to sell today" the pony said as she trotted up to him.

"The name is Applejack, here have one of my family's products as thanks for saving it all like that" Applejack said as she rummaged around in her wagon before tossing him a shiny red apple that one of his tails quickly caught.

"My, those tails are pretty handy aren't they? I bet you could harvest a lot of apple trees with them" Applejack said as Mayor Mare nodded with a smile.

"We will add you family's acres to possible jobs for him. We are just giving Naruto here a tour of Ponyville first before we help him figure out where to live and work at" she said as Applejack looked away from Naruto and nodded at the mayor.

"Ah I heard about the Princess coming to town to introduce somepony but I really couldn't show up since I had to get our stuff ready to sell. Nice that I was still able to meet ya" Applejack said as she tilted her hat at him with a smile.

"Wait you know the Princess!?" Rarity asked as Naruto nodded with a bit of a frown.

"Yeah she brought me to town and I even got to stay in the castle for a night before coming here. Mayor Mare mentioned her when she introduced you to me didn't she?" he said as Mayor Mare nodded before Rarity blushed.

"I-I was probably too focused on your coat, now I feel foolish" she said as she covered one of her cheeks with her hoof to hide it.

"Ah don't worry about it Rarity, I was the same when he showed up" Fluttershy said with a giggle before Applejack chuckled.

"As much as I would love to stick around I really got to get this to the market, my brother is waiting for me. I'll catch you around" Applejack said before she started to pull the wagon off towards the market.

"I could have saved the wagon too you know" a female voice said above them before Naruto looked up to see a pegasus lying on top of a cloud that hovered above them. The pegasus was rather colorful with reddish violet eyes, a pale blue coat, and a mane that was like a rainbow with it having streaks of red, orange, yellow, green, blue, and violet. Her cutie mark, from what he could see, was a cloud with a red, yellow, and blue colored lightning bolt coming out of it.

"And if I had been there I would have done it so much faster" the pegasus said as Naruto rose an eyebrow at her.

"I think he did a very good job in saving us Rainbow Dash" Fluttershy said as Rarity nodded.

"He was like a knight with how he stepped in front of us to save us. It was very admirable" Rarity said before Rainbow Dash flew off her cloud before stopping in front of Naruto.

"So you're the one everyone is making a fuss over….I guess you seem pretty cool. Though you'd be cooler if you could fly" she added as Naruto chuckled.

"Glad you think I'm cool" he said a little unsure but decided to take it as a compliment of sorts.

"Well I got to go clear up the skies, you can come watch some other time since I bet you've never seen it done so fast" she said before she darted off, shooting back into the sky with a rainbow trail being left behind her.

"My everybody just seems to be popping up around you" Mayor Mare teased, finding it interesting how others kept showing up around them. "Now come on we are nearly done with our tour" Mayor Mare said as they nodded and continued to follow her.

By the end of the tour lunch had rolled around and Mayor Mare had decided to bring him to a place that looked like a gingerbread house with a cupcake tower rising up from the center of its roof.

"Welcome to Sugarcube Corner, one of Ponyville's best confectioneries" Mayor Mare said as she, Fluttershy, and Rarity - the three that had stuck around til the end - entered the shop before frowning as they saw Naruto was a bit too big for the door.

"Do you need help darling?" Rarity asked as Naruto shook his head before he squeezed into the door only to fall through as, much to his surprise, he quickly shrunk to a smaller size.

"Whoa, I didn't know you could become smaller" Fluttershy said with starry eyes at the prospect of learning something new about him. "Is this your species' form a magic?" she asked as Naruto frowned, looking down at his arms and body before shrugging his shoulders.

"I guess. I've never done this before so it is definitely new. I wonder if I leave I'll go back to my normal size" he said before thinking aloud and walking out to find him quickly returning to his previous size.

"Whoa, that makes fitting you for clothes perfect since you can fit anything!" Rarity said with an excited smile which made him chuckle as he came back inside and shrunk back down and followed them to a nearby table for them to talk to and make an order once they were done.

"Only if I can learn how to control it but just so you know I will wear shirts and pants, if they work with my legs, no dresses though" he said as Rarity nodded with a very slight frown that made him roll his eyes at.

"So how do you like Ponyville so far?" Mayor Mare asked as he rubbed his chin in thought.

"It was different than I thought it would be but in a good way. I actually like it here, it feels nice and calm" he said as Mayor Mare looked very happy while Fluttershy and Rarity did as well.

"So all that needs to be decided is somewhere for you to stay and possibly work at" Mayor Mare said as Rarity and Fluttershy were about to speak only for someone to beat them to it.

"You can always stay and work here. There is a basement underneath" a female voice said as Naruto turned around to see a new pony smiling behind him.

This pony was incredibly pink with light blue eyes. Her mane and tail were a hot pink color and looked almost like cotton candy while her coat was a much lighter pink as her cutie mark were three balloons.

"But Pinkie this is Ms. Cake's place so I don't think you can offer her basement to Naruto" Fluttershy said before Pinkie bounced over to her.

"She's been looking to rent the basement out and if he needs a place and somewhere to work this goes together perfectly. Wait right here I'll go grab her" Pinkie said excitedly before darting off before anyone could say anything else.

"I'm sorry, our friend Pinkie Pie can be rather….hyper" Rarity said as Naruto chuckled as he could definitely see that.

"Here! This is Naruto Ms. Cake! He wants to rent the basement out and work for you" Pinkie said as she excitedly pulled along a female pony.

The pony was an earth pony with soft purple eyes and a two toned pink mane and tail that both made him think of icing. Her coat was a light cerulean and her cutie mark were three pink cherry topped cupcakes. She also wore pair of pink orb earrings and a yellow apron that covered her chest only that had pink frills around the armholes for it.

"Oh my Mayor I didn't know you were here, and with a guest?" Mrs. Cake said as she looked at Naruto with a smile.

"I just got finished touring Naruto here through Ponyville after Celestia brought him here and I figured why not show him one of Ponyville's top confectionaries. We were also talking about possible places for him to work and live when Pinkie Pie ran off to get you" Mayor Mare said with a giggle.

"Well the dearie is rather excitable" she said before holding out a hoof to Naruto. "It is nice to meet you Naruto, I am Ms. Cup Cake. I run this shop with Pinkie here helping me out" she said as he shook her hoof.

"It is very nice to meet you Ms. Cup Cake and while I am in need of a place to stay and work I wouldn't want to pressure you into allowing me" he said as Ms. Cake smiled and waved him off with her hoof once he let it go.

"You don't have to call me my full name, Cup or Ms. Cake is fine and actually Pinkie is right I have been looking to rent out my basement and getting some extra help around the store is always a benefit, especially with your unique hoofs" she said as he smiled.

"They are called hands and if you are serious about welcoming me here then I will be very thankful" Naruto said before Pinkie cheered and surprised Naruto from hugging him from behind.

"Yay! New neighbor-friend-workmate!" Pinkie cheered as the others chuckled and Naruto turned to Mayor Mare who smiled at him.

"I was going to originally offer to let you stay in one of the spare bedrooms at Town Hall but I do feel this is for the best. As for jobs I feel your hands will be very useful here" she said as he frowned and rubbed his chin.

"Actually I was thinking could you make me a list of other places in need of help? If I can get back into the rhythm with something I know I can do I might be able to help out a lot around here" he said as Mayor Mare nodded with a smile.

"That sounds amazing as a lot of places do need the help. I'll get back to you right away but right now I think we should officially celebrate you finding a place to live!" Mayor Mare cheered as the others clapped along.

Naruto couldn't help but smile as the fear of fitting in and getting use to this world grew less and less the more he stayed around these ponies.

He might be in a new world but he was safe and alive meaning he could make a new life here and right now that didn't sound all that bad to him.

 **-Chapter End-**

 **EDIT** : As of 11/15/18 I've made edits to this story, erasing Mr. Cake like seen in the previous chapter as well. The whole cucking element with them just felt Ugh so right now Ms. Cake is a single older mare that Naruto will fool around with from time to time. A 'Friends with Benefit' like Mayor Mare is as well

Yup this is an MLP story. Honestly I don't have anything against MLP and find the idea of a story with Naruto in it rather interesting. This is also the only story I have personally read that has him as a fox as most keep him as a pony.

Naruto will get use to his fox body more slowly but surely and the new powers, and other things, that it brings to him.

Most of the ponies will refer to his hands as either hooves or paws as only Celestia has seen hands before (Tirek)

I hope you all like this as it was really fun and interesting to write

Till the Next Time

Drop a review!

See Ya!


	2. Chapter 2

**Equestria Desire**

 **Chapter 2**

 _ **Contributor: DragonPony022**_

 **-Three Months Later-**

Naruto chuckled as a sparrow landed on his nose while he sat in Fluttershy's living room. For the last few months he had been spending time with various ponies around Ponyville and for the most part he has been enjoying himself.

All the ponies were incredibly nice and, after a brief bit of being nervous around him, they welcomed him with open, well, hooves and in return he helped them as after a bit of training he had finally gotten his shadow clones back.

It had taken a while but after some training in Ms. Cake's basement he got his chakra back in line to use jutsu again to at least the level of shadow clones, walking on water, and the Rasengan. Thankfully the clones only seemed to get more durable in this world as he tested them out and it took a moderate pummeling to make them dispel which made them great for helping around. He guessed it was due to the nature energy he could feel absorbing into him naturally, giving all of his clones extra durability.

The clones mainly allowed him to help out more around town, from Applejack's farm, Rarity's boutique, to even a few other businesses that were on the list Mayor Mare had given him. Most of the time though he personally helped out with either Ms. Cake, Applejack, or Rarity.

Right now though he was having a get together with Fluttershy that was a rather normal occurrence since with her cutie mark had to deal with her ability with animals. She often liked to write down stuff about him that she found out or noticed.

Honestly he was impressed how devoted to animals she was and how smart she was about various animals.

"So Naruto how is your ability to control your size?" Fluttershy asked before giggling as various birds started to sit down and get comfy on his tails.

"Pretty good I've been able to go as small as a colt after visiting the school and I can even go my full size inside houses" Naruto said as he grew up from his pony sized form up to his normal size before shrinking back down once his head got too close to the ceiling.

"And how good is your control over your tails?" she asked before she eeped as a tail not being taken by birds moved over to pet her head which she leaned into a bit before blushing once he moved his tail away.

"They are still like sets of extra arms. Very useful for jobs around town and they can support a lot of weight so they definitely come in handy" he said as Fluttershy nodded before coughing into her hoof.

"How well is your progress on regaining control of your magic?" Fluttershy asked before she leapt up with a loud squeak as a clone startled her, making her pout before it dispelled.

"It's going good, same as usual" he said as he picked her up out of the air and pulled her down onto his lap and made her face him as he was sitting with his legs crossed before he pet her head as she continued to pout. "I'm sorry for scaring you but I can't help it since you're pretty adorable when you get scared" he said before he started to scratch behind her ears, quickly making her pout dissolve and a smile replace it.

He didn't quite know when it started like this but recently he found himself holding Fluttershy like this whenever they were alone as a part of him felt at peace with her in his arms. Maybe had something to do with her cutie mark skill but he still wasn't sure.

"Though you always are cute like this" he mumbled as Fluttershy smiled and nuzzled against his chest as he rested his head on top of hers with a smile. He frowned a bit though as he buried his nose in her hair, quickly finding himself annoyed as he started to feel a weird gnawing feeling in his chest.

For the last month or so he had started to feel it more and while it somewhat lessened when he was close like this but it never fully went away and being close only helped for so long before it became worse.

Fluttershy's blush only grew as Naruto, unaware of what his hands were doing, started to pet her back. She tried to look up at him to try and maybe get him to notice until she had to hold in an eep as she felt his hands press against the space in between her wings which quickly got her wings to jut out.

Naruto continued to pet her wings, still in a daze as she quivered in his arms and let out cute eeps from his hands while she buried her face further in his chest which didn't help his daze and neither did her panting. It started to get worse and worse as she continued to let out more eeps and even started to pant into his chest, her scent being more powerful to him. He frowned a bit as he found him burying his face in the top of her head, his breath now tickling her ears and making them twitch.

He honestly would have continued but as Fluttershy looked up at him, still panting with glossy eyes, it was like dousing his body in cold water, allowing him to quickly set her down and quickly move himself back a bit.

"I-I'm sorry there Fluttershy. I-I didn't know your wings were sensitive like that" he said, grateful for his orange fur as if not for it he felt his blush would be visible.

Fluttershy blushed a bit as she waved it off with her hoof with a smile. "It's okay, honestly. You still are learning about ponies" Fluttershy said as she noticed a small white rabbit tapping her on the leg with an angry look on its face.

"Oh I'm sorry Angel you probably want some lunch" Fluttershy said before various birds started to fly around her. "Yes, yes I'll get to you all, don't worry" Fluttershy said as she extended her wings for them to land on while Angel frowned and hoped in between her hind legs and grabbed her tail.

"Wait Angel what are you doing?" Fluttershy asked worriedly before Angel started to pull her long tail around. The small rabbit was fast as it started looping her tail around and crisscrossing her legs before tying the end of it around her ankle and poking her ankle causing her to topple over.

"Angel! Sweetie please untie me" Fluttershy begged before she rolled over onto her back and started to wiggle in an attempt to get free.

Naruto froze as he watched the sight before him, which definitely wasn't helping his situation as with Fluttershy's tail up and her on her back everything was in clear view.

It hadn't taken long after he moved into town for him to visit the library to learn certain things about the species living around him. This of course meant their biology as he found himself looking straight at Fluttershy's.

His cheeks felt on fire as he stared at her 'marehood' which looked relatively like the human version only the area around it to be a darker shade than the rest of her coat. From how little open it was he figured she was a virgin while a pink nub poked out at the top of it making him wonder if him holding and touching her actually had an effect on her. Though that thought quickly flew out his mind as with the sight before him not much actually thinking was going on.

The other part of the view that was putting him in a daze was what could only be described as her breasts, which in this world were called teats, which were oddly located between a mare's back legs and often hidden by their tail like their marehood would normally be as well.

Hers, from what he embarrassingly read under the henge of a random colt disguise he put together, were rather large for pegasi. He couldn't really go off cup size since mares didn't wear bras but hers were at least more than a handful for his 'pony sized' form when normally they were rather flat due to pegasi needing to be aerodynamic to fly.

He also learned that earth ponies were rather large while unicorns were somewhere in the middle. But still that only made Fluttershy's even more stunning since, from the few he had seen flashes of from earth ponies, hers were still the biggest he had seen so far.

They were the same color as her coat and tipped with perky pink nipples that poked out as her breasts were squeezed between her legs due to how she was tied up.

Honestly he didn't know how long he had been staring at her exposed parts but he found himself quickly snapped out of it once the animals around him quickly started acting weird. The ones he knew were males all seemed to back away from him and acted oddly submissive while the females all somewhat scooted closer started to present themselves to him which made him quickly aware that something was up.

It was then he really noticed how hard he had been breathing and actually had been creeping closer towards Fluttershy. He quickly shook his head as he tried to calm himself down, knowing the animals were telling him basically that his pheromones were flaring.

This had all mainly started acting up after the first real month he had spent in Ponyville. He figured, as embarrassing as it was at the time, that his new animalistic body was reacting to all the mares around him.

He quickly found out around then that he could smell them and their rather amazing scents, to his new body, with his powerful nose and when around them too much it quickly sent him into a somewhat animalistic haze.

Though before he ever did anything he always found some way to clear his head with this being the closest he ever got to doing anything...although he never has been able to get fully rid of it and instead mainly suppresses it. Which only so far has made it continuously pile on whenever it came back up, making each 'flare up' more and more difficult for him to control himself during.

"I-I got to go, I'llseeyoulaterbye!" Naruto said in a rush before he bolted out of Fluttershy's house as fast as he could to get himself away from her and her scent for now.

As Naruto rushed out Fluttershy's eyes widened and her face grew beet read as she stopped struggling and just realized what position she was in and what was visible in front of her male friend. Angel, somewhat sensing her shock and embarrassment, decided to untie her, which allowed the pegasus to quickly shoot off and bury herself under one of her living room's comforters.

"Oh my gosh, oh my gosh, oh my gosh! I can't believe he saw….all of that! I can't leave my house now!" Fluttershy whimpered out as she buried her face in a pillow while the animals around her tried her best to console her, hoping she wasn't serious about it.

Angel though frowned as he sat on the nearby table as he only did that to try and help his friend get the male he knew she liked. Hell all the animals knew she had a crush on the fox but they all knew Fluttershy wouldn't make a move. She did have 'shy' in her name after all.

Though maybe he went too far this time.

Naruto quickly ran his way through Ponyville, easily able to weave himself through crowds by shrinking himself, hoping to make it back to his room in the basement of the Sugarcube Corner as fast as possible as the smell of their sweets often helped mask the smell of mares and offer him some faint relief.

Thankfully though, as he quickly entered the shop, there were no customers. Though being here didn't mean he was safe either as sometimes being here was the worst for him but right now home was better than nothing.

"Whoa there pal where's the rush?" Pinkie asked as she jumped out from behind the counter and quickly captured him in a hug, causing him to go on his hind legs to catch her, as she wrapped her arms around his neck and buried her face in the crook of his neck. "I missed you while you at Fluttershy's, did you miss me as well?" Pinkie asked as she talked into the crook of his neck with a smile evident in her voice.

He frowned as he wrapped his arms carefully around her torso, daring not to go further down despite the urge to given Pinkie's rather, plump backside. He also could only nod in response to her question, not really trusting his voice not to sound like a growl.

What really was making it difficult for him to stay calm was the fact, due to still being in his 'pony size', Pinkie's breasts were pressed up against him while dangerously close to his crotch due to their size. Pinkie's were just barely smaller than Fluttershy's and, from what he could feel right now, incredibly soft.

It took everything in him not to get hard from the sensation or to not slide his hands down to grab her ass.

"Yay! You missed me!" she squealed as she nuzzled her face into his neck more before Naruto instinctively buried his face in the crook of her neck as well and inhaled only to smell chocolate more than anything.

"You smell really good" he somewhat growled out, slowly moving his nose and mouth up her neck until he got to her cheek before Pinkie smiled and pulled away slowly.

"Do I really?" she asked as Naruto nodded, still trying to keep calm as now her face was inches from his.

"Yeah you smell a lot like chocolate, more than normal. It smells really….delicious" he said as Pinkie's scent always smelled of sweets that only seemed to strengthen her mare scent but right now it was much more than normal.

He was a bit frozen as with their faces this close and with him in his haze he felt like he might lean too far forward and possibly kiss the mare in front of him. Something as simple as a kiss easily being enough to push him over the edge and possibly lose it. He was grateful, and a bit frustrated, as Pinkie pulled her head away to smell herself with a giggle.

"Oh," she said before she giggled "that's probably because I was covered in chocolate cake batter a bit ago. It was all over me, I tried to lick it all off but Ms. Cake made me take a bath" she said with a bit of a pout.

"That's...a waste of perfectly good chocolate" he growled out, cursing himself as he imagined the pink mare covered in chocolate.

Which definitely wasn't helping.

"I know right! I told her I wanted to eat it or save you some but she said no" she said with a pout before, much to Naruto's relief, she pulled her arms off from around him.

He was also very grateful to Ms. Cake for not allowing a chocolate covered Pinkie Pie to be his first sight as in this state it wouldn't have helped at all.

"So how did your thing with Fluttershy go?" Pinkie asked as she bounced around him, making him struggle not to stare as every time she fell down her tail would raise up and basically flash him.

Unlike Fluttershy the lips of her marehood were more full and not that much darker than the rest of her coat. That and she had a plumper ass compared to Fluttershy, which he could see jiggle with each bounce.

It was a rather amazing and mesmerizing sight but right now it was making things unbearable.

"Things were good, I'm pretty tired so I'm going to lay down" he said quickly as he tore his eyes away from her and quickly rushed down to his room in the basement, missing the pout on Pinkie's face as she stopped bouncing.

He quickly fell onto his bed, burying his face in his pillow as he desperately had to leave. The images of Pinkie bent over the counter of the shop, her plump flank covered in chocolate, that had started to play through his head were way too difficult to keep out of his head around the mare.

'Damn alluring mares...I really need to just stay away from them for the rest of today' he thought with a sigh. 'Today isn't my day' he added before he looked around his room.

The basement he lived in was rather large but also spacious given that he really didn't have anything yet. Right now the only thing in it was a bed big enough to fit his pony sized self - which was the natural size he took indoors - along with a desk and stool for him to use and finally a storage trunk that was empty.

All in all it was a pretty good room and very useful for evading the scents of mares as, being the basement there were no windows, most of the time any scent dissipated by the time it reached him other than Pinkie and Ms. Cake's diluted smells.

'Maybe a nap will help calm me down' he thought as he closed his eyes and wrapped his tails around him before he passed out from the stressful afternoon.

He though found himself woken up by the sound of someone calling for him from above him.

"Naruto dearie! Can you come and help me? Pinkie is off with evening deliveries and I really need the help" Ms. Cake called out as he sighed, still feeling on edge as the nap didn't help, before he crawled out of bed.

"Coming Ms. Cake!" he called out while making his way up the stairs only to freeze as he got into the kitchen in the back of the shop to see a view that definitely wasn't helping him.

Ms. Cake, as much as he was embarrassed by the fact he stared, had the plumpest flank he had seen so far in Ponyville to the point her tail did little to cover it up. He figured, never having grabbed it, that it was at least more than a handful with normal size which was saying a lot how in that size he measured up to Celestia.

From just looking at it he definitely knew it wasn't muscular or really toned and instead just pure soft and seemingly enjoyable fat. Especially by how it constantly jiggled with each step she took which made it that much harder not to stare.

It fit the rest of Ms. Cake as she was a bit heavier than most mares, which made sense given her job, but to him it really worked with her as he doubted she'd look better skinnier given she would lose not only her ass but probably some of the chub on her stomach. Personally it made her all the more appealing to him.

"I-I'm here, what do you need help with?" Naruto asked as he tore his eyes away from her ass that jiggled each time she pressed down on the dough to knead it.

"Can you whisk the icing over there for me? I really need it made and put into the fridge for tomorrow" she said with a smile as she pointed to the table behind her before he nodded and slowly walked over to it, his eyes having drifted right back to her rear once he sat down since it was basically right in front of him.

He absentmindedly stirred the icing as for the most part he was struggling between staring and doing his best to try to look anywhere but the jiggling flank in front of him.

So far staring was winning and he really didn't like it.

Right now he was hating the draw back to his new body and how it recently started to make him feel and act this way. This new animal body coming with animal desires made it really hard to control, as he was having troubles with right now since his eyes were still glued to Ms. Cake's smaller frame and plump ass.

"So the recipes you gave me, the mochi and dango, are a big hit with the ponies around town. Plus since my store is the only one that offers them it's been helping a lot with getting customers" Ms. Cake said with a smile as she looked over her shoulder to see Naruto whisking away at the icing.

"I'm glad it's helping and that I was actually able to remember the recipes" Naruto said, thankful he was able to tear his eyes away just before she fully turned her head as if he hadn't things would have gotten awkward.

"I've been meaning to ask how are you handling doing all these jobs around Ponyville? I know you use your magic to make duplicates of yourself but still I worry about you dearie and don't want you running yourself into the ground with your generosity" Ms. Cake said before chuckling as she held her hoof up to her chin.

"Though from what I hear around town you might have to worry about some single mares coming your way since many mares around have been saying what an eyeful you are. Mares really like how sweet, kind, helpful, and not to mention, exotic you are since in a small town like this it's charming to them" she added with a smile, chuckling at the groan she could hear behind her, unaware it was one of annoyance and not embarrassment.

Naruto right now honestly didn't need mares trying to put the moves on him since he was having troubles just being around mares in general right now.

"Thanks for worrying but I'm fine since my clones don't wear me down at all as I've been able to use them since I was a kid. And again I can make more to help out here if you want so you can relax more" he said before Ms. Cake gave him a rather adorable pout before putting one off her hooves on her hips, unintentionally making it jiggle even more as she turned around.

"I may be an old mare but I am still able to do my job. Plus you do so much for me already that I can't ask you to busy yourself like that, it is always sweet that you offer though" she said with a smile before she turned back to the dough and started to absentmindedly sway her hips which, with how much her flank was jiggling and swaying, was quickening his breaking point.

"Honestly you aren't an old mare, in fact you are quite the sexy and stunning mare" Naruto whispered in her ear as he had made his way towards her until he was right behind her, pressing himself right up against her rear.

 **-Lemon Start-**

"That and this flank of yours" he said before Ms. Cake could only blush before she let out an eep as he felt his hands grab and squeeze her flank "is by far the most amazing one in town" he finished as he continued to grope and almost knead it like he would dough.

So far her ass was just as he expected it to be. It felt incredibly soft and his hands were just sinking into it as his hands explored the plump blue cheeks of hers. The sound of her squeaks was quickly pushing him along to continue as he wanted to hear more from her.

Ms. Cake was surprised and stunned as Naruto groped her flank, trying to speak and say anything to get him to stop as these sensations were becoming too much for her - since she had NEVER felt hands on her before, only knowing what hooves could do.

This was all much too powerful for her as she tried to say something quick only for her to bite her lip for a second as she didn't trust herself not to let out a moan.

But as it continued she knew she had to say something.

"N-Naruto, w-we c-can't d-do th-this" Ms. Cake quivered out, his hands affecting her too much before Naruto chuckled.

"Are you sure? You haven't exactly been trying to stop me" Naruto said in a much deeper voice than his normal one that made Ms. Cake shiver with a blush. She was in a bit of a daze from it before he surprised her by turning her head to look towards him and capture her lips in a kiss as he squeezed her flank with vigor.

This, as Ms. Cake quickly realized, was no normal kiss she had ever experienced as his tongue quickly invaded her mouth. She could only widen her eyes and moan as she felt his long tongue wrap around her tongue and roam around her mouth.

Naruto was thoroughly enjoying Ms. Cake's body as he continued to kiss her and play with her ass before he rose his hand up and brought it down to spank the plump rear. The sound of his hand slapping against her incredibly soft flesh was easily enough to get him to break the kiss with Ms. Cake.

As he continued to spank her rear, alternating between cheeks, he was mesmerized by how they rippled and jiggled each time. And the sound alone was enough to drive him further past the point of no return.

Honestly he couldn't believe just how good feeling her ass and kissing her felt. Her ass alone, the way it jiggled and felt, was worth everything and with each second he wanted to enjoy it more.

Ms. Cake panted in ecstasy as the kiss left her in a daze before she squeaked as she found herself quickly bent over the counter with Naruto's head near her flank. She didn't get any break as she bit her lip again to hold in a moan as he basically started to play with her cheeks.

Naruto was in a trance as he spread her cheeks apart and mashed them together, causing a satisfying slapping sound to be created. He had heard, from what the books on mating told him, that sex here was rather bland since there was no foreplay. It was literally just mating in an attempt to breed and right now he was determined to show Ms. Cake a whole new type.

"I really can't get over this sexy ass of yours. It feels like heaven and sounds like it to" he said as he spanked it again, causing her to squeak bury her face on the counter. "I mean every time I spread them apart your tight little asshole twitches and looks so cute" he whispered out as he moved her tail out of the way with one of his to reveal it twitching as it inviting him. He chuckled a bit more as he blew on it, not only making it tighten up but Ms. Cake let out a quick moan that she quickly tried to cover up.

"Oh my it almost seems like it wants some attention too" he said as he got close to it, making Ms. Cake shiver as she felt his hot breath against it.

"D-Don't i-it's d-dirty" Ms. Cake stuttered out as he chuckled and shook his head.

"Trust me it looks anything but dirty and I almost feel bad for not showing it love but it'll get its attention another time" Naruto said before he placed a soft kiss on the tightening hole that made Ms. Cake moan before her voice started to quiver as she felt his wet tongue lick it once.

"And it definitely isn't dirty as no part of you dirty at all my little Cup" Naruto said as he gave it one last lick, enjoying how her eyes seemed to roll back a bit.

Not wanting to waste any time Naruto smiled as he started to kiss up her body, starting with several kisses and some licks over her slightly reddened cheeks, before he kissed his way up her back and neck until he was nibbling on her ear.

"Your body is heaven to me my little Cup and I see you enjoy it as well" he whispered into her ear before she let out a startled moan as his hand slid down her back before it ran over her marehood. Naruto couldn't hide his smile as, from what he could feel on his fingers, it was starting to become very wet.

Ms. Cake couldn't help but feel so embarrassed and, much to her surprise, turned on as she knew she shouldn't like the feeling of him toying and playing with her body but she couldn't help it.

She knew she should have told him to stop long ago or even tried to stop him but after that kiss her body had basically given up on any kind of protest and everything after that solidified it.

"Tell me my little Cup, how good am I making you feel?" he asked as her eyes went wide as she felt two of his fingers spread the lips of her marehood open. "I bet this is all very new to you since no mare has ever experienced a pair hands before. Tell me how do they feel?" he asked as he moved his hand down, allowing for one finger to start to rub and lightly flick her clit.

"It's clear from how you are soaking my hand that it feels good but I need to hear it from those tasty lips of yours" he whispered as her eyes rolled back again as he squeezed her clit in between two fingers and rolled it between them a bit. "Oh my you are absolutely gushing aren't you and your knees are quivering. It must feel really good" he added as she jolted her head back as he started to give it a very light tug.

That little tug was enough to break Ms. Cake's silence as a very loud and quivering moan was let out by the blushing bakery owner. She just couldn't hold her moans in any longer as this all was so new to her.

This wasn't any kind of mating she was familiar with as normally stallions just got on, thrusted, and finished. All of this though was like he was worshipping her body and devoted to make her feel pleasure she had never felt before.

And deep down she loved it.

Naruto smiled as the moan was amazing to his ears as he kissed on her neck and pulled away from her clit which caused a whine to escape Ms. Cake's lips. "Oh don't worry my little Cup, now because you finally let out some noise the real treat begins" he said as he slowly slid his middle and ring finger into her marehood which made Ms. Cake gasp and softly moan at.

"Holy cow, aren't you just sopping wet down there. I can even hear how wet you are from up here" he whispered as Ms. Cake felt her face heat up even more as even she could hear the noise of his fingered pumping in and out of her marehood.

"N-Naruto! O-Oh Faust~!" Ms. Cake moaned out as she stretched her front hooves straight out as her back legs spread apart, in one part from the pleasure and the other to try and make things easier for him.

"Oh Faust! Talk to me more you stud! Tell me how naughty I am!" she whined out as she had given up trying to be quiet and wanted more. She knew she was being dirty right now as she was being pleased in this new exotic ways, in her own kitchen, and being bent over her counter on her product all the while she was moaning and screaming from it all.

And to be honest she didn't care and this was even newer to her. She was surprised how she was acting as she didn't know she could be like this but with everything she was feeling it didn't matter.

Right now she was given the opportunity to feel something amazing and she could only fight it for so long before she embraced it. And boy was she going to embrace it.

"Finally given in and ready to admit to being the naughty filly you are? Your body has been more truthful than you so far" he said as he was happy he had 'broken' her into getting into it before he picked up the speed of his fingers.

He wanted to make her cum, not only to see how loud she could get but see just how wet she would get as well since so far she was absolutely sopping. "Don't be quiet my little Cup, let your sounds out like the naughty filly you are" he said before he used his other hand to spank her ass, making her let out a loud moan.

"Yes! Spank my flank! I've been such a naughty filly!" Ms. Cake moaned out as she stuck her ass out further, wiggling it for him to spank while also grinding against his hand.

Naruto smiled as he sped up his fingers, going deeper and harder into her while he continued to spank her ass which only made her moan louder. He was loving the sounds of her moans as he started to kiss and nibble on her neck and ear before she quickly turned her head towards him.

"I-I want another kiss like before, the one where you did that amazing stuff with your tongue. P-Please! I'm so close~" Ms. Cake moaned out before it was muffled by him quickly kissing her.

This time, as Ms. Cake felt his tongue enter her mouth, she decided to try and copy what he did before their tongues fought for dominance in each other's mouths and she quickly found it even better than before.

Naruto, as he enjoyed Ms. Cake's tongue in his mouth, quickly picked up the pace even more. He even started to go as far as making his fingers grow inside of her to reach further in, which quickly got a good response from her body as her marehood started to contract around his fingers.

Not wanting to miss this he broke the kiss and smiled as Ms. Cake's tongue was left hanging out while her eyes started to roll back and she started to pant faster and faster. "O-Oh! Oh! I-I-I'm cumming! Oh Faust I'm cumming!" she yelled with a loud moan before she started to basically scream as her marehood started to gush and squirt all over his hand and the floor below her.

He smiled as he helped prolong her orgasm a bit, causing her to whine and squirm as she squirted more and more until she laid limp on the counter.

Her mind was incredibly blank as the pleasure stuck around on her. She personally had never felt this before since, with how simple and fast mating tended to be, an orgasm was really only something mares felt from the best stallion lovers. So for her to feel this, from Naruto's hands alone, was amazing to her.

"H-Holy Faust. T-That was amazing" Ms. Cake said before she widened her eyes as Naruto quickly flipped her over onto her back which confused her as she looked up at him.

"Oh my naughty filly, don't think that was it. We aren't done nearly yet" he said as he grabbed her hind legs and spread them apart. A smile quickly grew on as he got his first look at her marehood.

The lips were darker than the rest of her coat, the lips puffy and open with her clit hard at the top from the orgasm she just felt which was still evident from how it continued to twitch while still leaking out juices. "Oh my, this just looks delicious" Naruto said as he slowly grew closer to it, enjoying the blush on Ms. Cake's face.

"W-Wait! I-I just came! I need to rest" she said before gasping as she felt his tongue trace up from the bottom of it to the top before he flicked her clit with his tongue. As the pleasure shot through her like a jolt of electricity she was surprised he actually was licking her as it was unheard of since doing this didn't help with the act of getting a mare pregnant.

And yet, as his tongue continued to like the lips of her marehood, that alone was making her pant and moan in pleasure.

"Oh my dear little Cup, I told you that we aren't done yet. Truly we are just getting started" he said with a chuckle as he pulled back a bit and smiled at her teats. Her nipples were a very light pink as their size was bigger than Pinkie's but smaller than Fluttershy's.

Not wanting to waste the opportunity he reached out and softly squeezed Ms. Cake's teats, making the mare moan. "My, these definitely feel soft, I wonder how they taste?" he teased as he leaned down and softly flicked one of her nipples with his tongue.

Ms. Cake let out a surprised moan as she knew teats were just for feeling foals and yet, when he had his hands on them and groped them, it felt amazing. As he circled his tongue around her nipples before capturing one in his mouth to suck on she could only arch her back which caused them to be pushed against his face more so.

"S-Stop~ Th-those are for foals" she moaned before he pulled away with a smirk, keeping his hands on them as he enjoyed how they felt while he groped them.

"Then why are you moaning you naughty and perverted filly? Does having me grab and suck on your teats turn you on?" he asked as Ms. Cake looked away and covered her face with her hooves before she nodded slowly.

"I-I'm a naughty filly...but please don't stop" she said as this all was so amazing to her and she wanted to experience more and more.

"That's a good filly, now just lay there and moan" he said as he continued to grope her teats before he moved his head back down to her still very wet marehood. "Now how about I get a better taste of this" he said as he leaned in and slid his tongue into her marehood lips.

He didn't waste any more time as the smell alone from being this close made him quickly bury his face in her marehood, sliding his tongue into her as he feverously started to eat her out. The utterly delicious taste paired with the fact he was drowning in her scent quickly made him black out a bit as his instincts came over him and made him focus on eating out the mare in front of him.

Ms. Cake felt like she was going insane as his tails draped her legs over his shoulders while his tongue went absolutely crazy inside her marehood. This was unheard of to her as no stallion would ever do something like this and she was absolutely loving it.

"Oh Faust! Deeper! Please go deeper! Your tongue is amazing!" she screamed out as she pushed herself against him with half lidded eyes. "Keep going! This is so good! I-I feel like I'm going to cum again!" she panted out as she had little time to rest from her first orgasm and was already feeling another build up in her.

Naruto quickly obliged as he felt Ms. Cake press her marehood against him more before making his tongue larger in her, which by the sound of her moan and the fact she was arching her back, showed it was working. "Cum for me my naughty filly, don't hold it back" he said as he paused for a second before diving back in and eat her out even more passionately while his hands focused on groping her teats and pinching her nipples.

Ms. Cake felt her mind going blank again as she felt it rising higher and higher from everything Naruto was doing to her. "Oh! Oh! Oh Faust! I-I-I'm going to cum again!" she screamed out before she felt Naruto grab her ass and use it to push her against him even closer which quickly sent her over the edge as she came for the second time tonight.

Naruto found the experience very interesting as Ms. Cake squirted on his face and somewhat in his mouth. The flavor and smell of it was intoxicating to him and the half conscious look on her face only made him want more.

"N-Naruto, th-that was amazing" Ms. Cake said with a somewhat drunk tone before she looked over to him only to widen his eyes as he stood up and spread her legs again and she saw something that made her nervous and wet at the same time.

There, right in between his legs, was his erect member. It looked different a stallion's but definitely looked very long and thick, enough so that it made her worry a bit. It all was a dark red color, the tip was more tapered to a point unlike a stallion and near the base there was an ever so slight roundness to it.

"N-Naruto dearie, I've cum twice. I-I really don't think I can handle a third" she said as her body was too exhausted to move but she tried to scoot back a bit only to find herself not going anywhere.

"My dear little Cup, this was always the final event so there is no backing out of it" he said as he brushed the tip of his member up and down her still soaked lips, making the mare shiver and let out a sound that was a mix between a whimper and a moan.

"See, you may be worried but your body wants it" Naruto said as he grinded it against her lips, making her quiver and moan, her eyes locked on it as it rubbed against her. "Now be a good filly and admit it" he added as she bit her lip and blushed.

"I….I want it" she muttered quietly before he pulled away making her widen her eyes. "Wait! I admit it! I want it!" she said, worried it might go away since as much as she was worried about it being too much for her the larger part wanted it so much that it outweighed her worry.

"There you go, that's my good little Cup now get ready because I am about to pound you until you are overflowing" Naruto said with a growl that honestly made her more wet before she felt the tip poke at her lips.

She could only let out a noise between a gasp and a moan as she felt his long and large member pierce her and collide with her deepest parts. "O-Oh Faust! I-It feels amazing~ I love your dick~! It's hitting my womb like crazy" she moaned out before she felt Naruto grab onto her ass and start thrusting in and out of her.

Naruto felt utterly amazing as Ms. Cake's marehood clamped around his member, it being so incredibly warm, soft, and wet inside. With each thrust he swore it clung to him as if to keep him from leaving and tightened up each time he bottomed out inside her.

"If I can reach your womb and I cum I might impregnate you. You'd love that wouldn't you?" Naruto growled out as he gripped onto her plump ass tightly to use it as leverage to let him thrust faster into her.

"N-No~ I can't" she whined out with a moan, which alongside with her pussy clamping down on him tightly, only made him want to even more as her body wanted it while she weakly protested about it.

"I know you want it as well, your pussy is clamping down on me so tight, like it wants me to stay inside and cum" he grunted out as he continued to thrust in her as she looked like she was about to say something back before he quickly flipped her back over and spanked her ass hard.

"I love that you are such a horny slutty mare but you can't lie like that. You want me to flood your womb with my hot cum don't you?" he asked as he continued to thrust, loving the way her ass jiggled with each thrust as well as the sound of it made each time he slammed into it.

"Admit it," he said as he pulled head back by her hair, that was currently a mess from all the sweating she was doing "admit that you want me to cum inside you. That you want to feel my baby batter turn in your stomach until you are carrying my children" he growled out as Ms. Cake moaned and smiled as she was in a daze.

"I want it~ I want it so badly! I want to feel it burn my insides~" she moaned out as she panted and quivered from the repeated assaults of his dick on her womb. Just the idea of him impregnating her was enough to bring her closer to an orgasm.

"You have the perfect body for it as only a mare that loves to be fucked from behind could ever have an ass this perfect for it" he grunted as he grabbed her hips and started to pull her back to meet his thrusts, causing her to let out a gasp as they were both sure he had entered her womb.

He didn't let up as he continued to thrust hard and fast pulling her back each time to meet him and every time a good portion of his tip entered her womb making her roll her eyes back and drool a bit.

"You are such a good chubby slut for letting me fuck you until you pass out! Aren't you my little chubby slut" he growled as Ms. Cake nodded dumbly.

"I-I'm a chubby slut that wants your dick! Please for the love of Faust give it to me~!" Ms. Cake moaned out as both the room was filled with the constant smacking sounds of his midsection hitting into her plump ass.

"Say it again! Call yourself my chubby slut!" he growled out, making her pussy clamp even tighter onto him.

"I'm your chubby slut! Please fill me up!" Ms. Cake moaned out as she loved the feeling of him dominating her, it made her feel like she was a young mare again. Though she knew no mare has ever felt this ever before and she was ecstatic that she was the first to feel it that she knew of.

She didn't even notice that Naruto flipped her back onto her back until he captured her in a kiss that she moaned into. She didn't mind being flipped over back and forth as long as he stayed inside her.

"Your whole body is just so sexy" he whispered huskily into her ear as she let out a moan as he groped her teats. "From these glorious soft and large teats, to your soft belly, plump and unbelievably soft ass, to your tight pussy is all too much as you can feel how my dick is reacting to it" he said as he squeezed her ass hard while continuing to pound his dick into her.

"I'm so happy your dick loves my body~! It's making me so close to cumming again~! I can't take it! It's too much!" she moaned out as he spanked her ass making her moan even louder.

"And just imagine if I had been able to plow your ass as well, I would have conquered two of your holes besides your pretty mouth. I guess I'll be satisfied painting one of them white" he growled out as Ms. Cake could only lie there and moan as he continued to thrust into her.

She could feel her consciousness slipping but she couldn't help but think how this male, who she had only known for a few months, was giving her the best sex of her life right here on the counter of her kitchen. The taboo and dirtiness of it all only worked to heighten her quickly arriving orgasm.

"I'm going to cum~! Please don't you dare stop!" she moaned out as she panted with half lidded eyes.

"I'm going to cum too! Take my seed and get pregnant! You are my mare! This body is made for my dick only!" he growled out, feeling his own orgasm rising and before Ms. Cake could agree with her new lover she was silenced by the pleasure of him picking up the speed and depth before slamming her ass against him.

She widened her eyes and let out a gasp as she came hard just as he started to send his hot cum into her womb. Her gasp became a whimpering moan as, to both of their surprise, the part of his dick that she had noticed to have a round bulge started to expand in her marehood.

As her orgasm tore through her causing her to let out a loud scream like moan, the pleasure increasing with wave after wave of cum she could feel filling her up and she continued to squirt. The fact that his dick had swelled in her and was keeping all the cum inside her only made the pleasure increase.

Plus the fact Naruto continued to hump her, pushing his dick slightly further into her, as he held her hips. That and how he even started to grab her ass right over her cutie mark made the pleasure soar even more as a mare's cutie mark was highly sensitive.

Her eyes were wide as her stomach started to bulge slightly from the amount of cum filling her which was a very difficult and amazing thing.

"No more, no more, I can't take anymore" Ms. Cake muttered as she saw her belly increase a bit more with tears from the powerful and slightly scary pleasure still tearing through her as she still was cumming from it all.

She was afraid, and slightly excited, if he continued she'd break from all the pleasure. 'I am pregnant now. I'm sure of it' she thought before she passed out from the orgasm, not caring that Naruto was still knotted inside of her.

Naruto groaned as his orgasm ran its course. The pleasure being amazing for him and helping clear his head halfway while he could still go on the fact that his partner passed out meant he couldn't.

His eyes widened at the tears on her face, instantly afraid he went too far before pulling out once his member allowed him to. He was a bit turned on to see all of his cum pour and leak out of her but it also made him feel that much guiltier.

 **-Lemon End-**

He had taken advantage of such a nice mare that let him live with her.

'Let's get you to bed and clean up at least' Naruto thought with a frown as that was the least he could do after everything he had done to her. As he gently carried her up to the bathroom, having a clone quickly mop up and another to finish the dough and icing like intended, as he gently entered the shower with her.

The hot water had no effect on her as he felt a bit off washing her but he kind of had to to clean her up and wash himself of her scent that basically covered him due to how much of a squirter she was.

Thankfully it didn't take too long and after drying them both off, her more than him at the time, he was able to set her down in her bed.

"I-I'm sorry Ms. Cake, I understand if you hate me and if you can hear me and want me to move out or, I don't know, report me then go ahead" Naruto said before he left the room with a sigh.

Ms. Cake though, just as Naruto left, started to frown as she tossed and turned a bit. "I'm a slutty mare" she mumbled out repeatedly in her sleep with a frown as the burning heat inside her was gone.

Naruto didn't hear any of it as he had already made his way down to the shop only to somewhat panic as Pinkie hopped into the house.

"Oh hi Naruto! Feeling better?" Pinkie said with a happy smile that made Naruto frown a bit at.

"Yeah, um, Ms. Cake called for me to help with some icing as she kneaded some dough but she kind of had to lay down" he said as Pinkie frowned worriedly.

"Oh really? Is she okay?" Pinkie asked with a somewhat worried tone as Naruto nodded.

"Yeah I helped her get up to her bed and made her lay down while my clones finished things up" he added before rubbing the back of his neck. "And actually I'm going to head to bed really early tonight, my clones can still help if you need them" he added as he really just wanted to go down to his room and avoid them for a while.

"They should be able to handle it so no worries. I hope you feel better" Pinkie said as Naruto nodded and she watched Naruto head down to his room.

As Naruto laid down on his bed he couldn't help but frown as he buried his head under his pillow as he was so conflicted.

A part of him was glad he got some relief and release, as it cleared up his head quite a lot, but the larger part was upset because of how he got it. He had not only basically forced himself on Ms. Cake but also had been way too rough with her to the point she passed out to where the hot water of the shower hadn't stirred her.

He was afraid, afraid that he might have broken some of the bonds he had made in this town so far because he couldn't control himself. Ms. Cake, Pinkie, and who knows how many others would see him as some horny animal that forced himself on mares if they learned about what he had done.

'I...just need to stay away from mares until I find some way to control this new part of me' he thought with a sigh before he decided he'd figure it out more in the morning.

 **-A Week Later-**

Naruto sighed as laid hidden in one of the many trees in Sweet Apple Acres, trying to avoid mares as best as he could while clones worked around town and so far...it was about the same as he had been.

It wasn't even just mares being close that got him hot under the collar as the same effect happened by just their lingering scents. It ended making dispelling his clones at the end of the day even worse for him from having all the reactions of all of his clones to various mares hit him all at once.

So far he was managing just barely by avoiding them as best he could with his real self, since reacting to it directly made things much worse, but even he knew he could only avoid them for so long.

He still felt terrible about what he did to Ms. Cake and honestly he was afraid to talk to her. She hadn't yelled at him or anything but every time she looked at him she only did so for a brief second before turning her eyes elsewhere. And honestly he didn't blame her for it considering what he had done to her.

So far he has tried everything he knew to help himself from meditation to training and even just exercise but absolutely nothing worked and he could only make up excuses to stay away from Ms. Cake for only so long.

Plus he needed to find some solution as even Sweet Apple Acres wasn't as safe as he thought it would considering the smell of apples overpowering everything should be helping. While it did help somewhat the sight of Applejack rinsing herself off with a hose definitely wasn't.

He tried not to stare but with everything else getting under his collar, so to speak, his eyes couldn't look away no matter how hard he was trying since Applejack looked amazing while wet.

Her coat looked amazing as it was matted against her body from the water, her hair and tail let out of their ponytails and both stuck to her body and dripping wet. It especially made her flank look amazing as her tail stuck to it and showed off her cheeks which, as he was looking intently at it for the first time, allowed him to see how she had blonde freckles scattered across her flank as well.

'Why is it every time I am trying to stay calm I see stuff this….amazing' he thought with a groan as he quickly tried to shake it out of his head, already noticing he was starting to pant a bit.

"What'cha doing?" a familiar voice spoke out before he felt a figure fall down onto his back and he looked back to see a very familiar pink pony smiling at him. This though thankfully allowed him to tear his eyes away from the dripping mare in front of the barn.

"P-Pinkie? How did you find me?" Naruto asked as the pink mare had appeared suddenly and seemingly out of nowhere.

"I just felt you might be hiding here since you've been running away a lot. I had to check a lot of trees though before I finally found you" Pinkie said as she wrapped her arms around his neck with a smile and hugged him tightly, pressing her body against his - teats and all.

"P-Pinkie can you not hug me so tight?" he asked as her teats being pressed against him was really not helping him at all.

"No! You've been avoiding me and everypony so much recently. What is wrong Naruto?" she asked as Naruto sighed and looked away from her.

"I'm sorry it's just...I'm trying to get control over something that is a bit dangerous" he said as Pinkie whined and set her head on top of his.

"You don't have to do it alone though. You should let somepony help you as there are ponies that care and will be willing to help you" Pinkie said as Naruto frowned a bit while as sweet as that sounded it didn't work too well with his problem.

"With my problem having others help might make things worse. Thank you for worrying though" he said as he patted her on the head, making the mare smile before she kissed the top of his head.

"Of course, you're my friend. I hope you can find help soon" she said before she gave him one last tight hug, which he swore he felt her grind against him for the briefest second before the pink mare leapt off him and disappeared.

He let out a slight sigh at Pinkie's sudden arrival and disappearance, chalking it up to one of the mysteries that makes Pinkie unique, as well as her advice. 'I honestly don't think there is anyone who can help. I mean any doctor would be unsure given how I'm the only fox here and I think I'm too unique for a vet to be of help' he thought as he frowned and looked up at the sky.

'And I doubt going to Celestia will do me any good since if she learned what I did she might banish me for taking advantage of Ms. Cake like that...but I'm reaching my wit's end' he continued before sighing and flinching as two clones dispelled after they finished their jobs - their lust crashing back into him as one had been flashed by a clumsy mare and the other was surrounded by mares.

'I can't handle this...maybe I do need help with someone to talk to' Naruto thought as he was honestly running out of options. 'Might as well go to where an open offer to talk is available' he added before he leapt off the tree he was on and quickly made his way back towards town.

 **-Town Hall-**

Naruto was a bit worried about coming here honestly as he followed Mayor Mare's secretary towards her office. He didn't know if Mayor Mare would be able to help but she did tell him to come to her if he needed anything and honestly he had nowhere else to go in town besides her as with her being the mayor of the town she might know.

And if worst came to worst then he figured he could always just move out of town past where Fluttershy lived as he had already made trips into Everfree forest and the creatures inside it didn't bother him. Plus that way he wouldn't be a danger to the mares and possibly hurt them because of his lack of control.

"Oh Naruto! What do I owe this pleasure?" Mayor Mare asked with a smile before the secretary left them and she motioned for him to enter and sit down.

"Well...I kind of need help and I figured you might be the only one to help right now, besides Celestia. Although I feel like she's the more dangerous choice" he said as the mayor frowned and nodded.

"Please tell me what is bothering you so I can see if I can be of help" Mayor Mare said as she gave him a reassuring smile before he sighed.

"Well...I've been having troubles. You see my nose is strong, like crazy strong, and when I'm around mares I….smell them. At first it didn't bother me but now it is making me…" he tried to say before he buried his face in his hand. "I really didn't think it'd be this embarrassing to say" he said before Mayor Mare smiled softly at him.

"Don't be embarrassed. I might be an old mare but I like to think I am easy to talk to" she said as he cleared his throat with a frown.

"You aren't old looking at all. I mean you look so young with your amazing shade of silver hair" he said making the mayor blush and giggle.

"Oh my, aren't you the sweetest but I don't think you came here just to compliment me" she said before he groaned and covered his face.

"See! This is the problem I'm having. When I'm around mares and pick up on their scents it gets me...hot and bothered. I've tried to keep a level head but I still do stuff like flirting or worse" he said as he looked away from Mayor Mare, who was silent as she listened to him.

"About a week ago it got really bad. Like extra bad where everything was just making me worse and I….ended up forcing myself onto a mare. I mean I actually had sex with them to the point they….kind of passed out" he said, grateful that his fur was hiding his blush rather well before he was taken aback as Mayor Mare started to giggle.

"Oh my, you had me worried there for a moment Naruto, I thought you had murdered somepony with how serious you sounded" she said as Naruto frowned at her.

"But I forced myself on a mare" he said trying to stress the point as Mayor Mare nodded.

"Yes and that would be bad, if the mare actually reported it. You said it has been a week since then and my office hasn't gotten any report. And trust me, in a town heavily populated by mares we react fast to stuff like this, as heavily rare as it is" she said as Naruto frowned and looked down before Mayor Mare held her hoof out to get his attention. "But if you still feel bad about it I recommend talking to this mare. See how she feels about it after the fact. Though I doubt she will be too upset about it" she added before he nodded, a slight frown still on his face.

"But why are you acting so calm when I said I lost control? Shouldn't you be more worried?" he asked before Mayor Mare waved him off with her hoof.

"Honestly Celestia expected this situation to happen but not for a while longer" she said before frowning at his confused expression. "You see she figured, after reading over my copy of Fluttershy's notes on your biology, that you had some similarities to dragons in terms of how they are very sexually active when they are of age as they tend to release pheromones to attract partners and react to pheromones around them. Fluttershy mentioned how animals tend to act odd around you at times, the males acting submissive and the females presenting. So Celestia told me should there be a time you started showing signs to help you and to explain things like how sex is probably different to mares than you are used to" Mayor Mare said with a smile at made Naruto feel better that at least, as far as it seemed, Ms. Cake wasn't going to report him but it all depended on how it went when he talked with her.

"You see Naruto sex for some mares is probably different than you are used to. They mainly use it as a way to reproduce since birth rates have been declining recently. Plus added with the lack of stallions and the fact the number of sterile ones are going up makes it where most mares are much more open to quick sex to try for kids" she said as Naruto frowned as to him that sounded wrong.

"Really? So it's just get on and just do it quickly for kids?" he asked as Mayor Mare frowned and nodded. "That is ridiculous. Sex is supposed to be passionate and full of pleasure. It's a way to bond with your partner but also be fun. A guy really shouldn't just hop on and do a few pumps but instead do everything he can to please the mare until she is gushing like crazy….at least that's what I did with the mare I was with" he said, quickly finding himself embarrassed by how Mayor Mare was looking at him with a blush on her face before she cleared her throat into her hoof.

"W-Well some married couples do it for more but still not to the extent you mentioned from what I've heard among some gossipy mares. But still this system favors young mares since most stallions prefer to go after than then ones my age" she said with a sigh as Naruto scoffed and rolled his eyes.

"That's crazy. Mares like you are just as sexy, if not more so, than younger ones. I mean they are more mature and developed" he said as the mayor giggled with a smile.

"I am happy to hear somepony has eyes for mares like myself. Though I am quite curious why you think so as it is quite uncommon. What makes as a random example, an older mare like myself sexy to you?" she asked as she stood up and started to walk out from behind her desk.

"Well," Naruto said as he watched as the mayor started to walk around him with a sway to her hips "I would have to say your short mane as well as your figure first" he finished as she walked behind him, flicking her tail enough to give him the briefest flash of what was hidden underneath.

Mayor Mare couldn't hide her smirk as Naruto's eyes were locked onto her flank as she continued to walk around him. In all honesty she was absolutely loving the way he was looking at her as it was something she hadn't felt in years. Even back then it wasn't nearly as intense as Naruto was looking at her right now.

It made her shiver as he had such an intense, passionate, and wild look in his eyes as if he was about to pounce on her at any second.

And she absolutely loved it.

"Aw I'm so glad you like my mane since I don't get it styled. But I am even more curious what you mean about my figure" she said as she stopped in front of him, her flank closest to him before she swayed it slightly and turning around to give him a view of her full body.

"Well your flank is very lovely, it looks very soft yet firm" Naruto said as he started to pant softly as Mayor Mare smiled and turned back around to him a better view as she looked over her shoulder at it.

"Really? I always thought it looked too small? You don't think it's too small?" she asked as she shook it a bit before he shook his head.

 **-Lemon Start-**

"It looks bubbly and lovely" he said as he reached forward, making Mayor Mare bite her lip as his hands grabbed it and one of his tails lifted up her tail to expose her marehood. Her lips were slightly parted, a darker color than the rest of her coat with a hard nub at the top of it hidden at the top of it. All that paired with the slight wetness to it made the scent dizzying to him.

"Your flank does feel very nice and soft and firm like I thought. A perfect handful with my smaller form" he whispered as he gave it a squeeze making her giggle.

"What about my marehood? Does it look good to you?" she asked as he nodded and used his thumbs to part her lips more, making her moan as he smiled. She couldn't help but pant a bit in excitement as she remembered what he said about how sex should make his partner feel and she wanted to experience it all.

"It feels so soft and looks very sexy" he said as she was looking back at him, biting her lip and letting out a soft whimpering moan as his thumbs opened and closed her marehood before running his thumbs over it.

This minimal attention was already a lot to her as the only thing to touch her marehood for the last several years was her own hoof and so far just his thumbs were feeling much better than that.

"And it's so wet, you must be a really naughty mare" he teased as she nodded excitedly.

"I'm very naughty, why don't you punish me bad colt" she purred out as he smiled and spread her lips again, making her giggle as she looked at him.

Naruto smiled as he inspected the Mayor's marehood, mainly to tease her as barely even let the tips of his thumbs enter her and from the whining she was doing it was definitely working. Her pussy was much different than Ms. Cake's, mainly since her lips were lips weren't as puffy, but as he looked at the top of it he noticed the main difference.

"What do we have here?" Naruto asked as he moved his head down and used one finger to softly trace his finger over Mayor's rather large, easily one to one and a half inch, clit which instantly made Mayor gasp and bite her lip. "See this is another part of you that makes you very sexy and incredibly fun to play and please" he whispered out as she blushed as she was rather embarrassed of that part of her.

"R-Really?" she asked as she had only really touched it herself due to how stallions, like she had told Naruto, were very quick in terms of sex.

"Of course. Here let me show you" he said as he looked her in the eyes, making her shiver from the passion in them, before he leaned closer to her marehood and started to lick it up and down.

Mayor couldn't hold in her moans as she shivered and gasped from how he was not only assaulting her clit with his tongue but his hands were groping and playing with her flank. She had never felt hands before now but she was in love with them for how they griped her flank and toyed with it. That, paired with the effects on her clit, made the older mare come to her fastest orgasm ever before she started to cum over his face.

This though didn't deter him as if anything he started to assault her even harder by sucking and nibbling on her clit, causing her legs to give in as she came. Her flank was left up in the air due to Naruto still holding it in his hands and her face was on the floor.

"Oh my, someone is awfully sensitive" he teased as he carefully picked her up and set her on her desk, laid on her back. "Can't have you passing out so soon Mayor, we have a lot to do" Naruto said as Mayor nodded with a smile.

"If what you have planned next is as amazing as that I can't wait. I never knew you could do those kinds of dirty things or how amazing they felt. If you did this with the mare you mentioned there is no way she'd be mad" Mayor said as Naruto smiled before the mayor noticed how she was laying down on her desk.

"Are we going to do the deed next?" she asked with excitement in her tone as he ran his hands down her hind legs.

"Wait and see my dear. Let me enjoy this body of yours, like these sexy little teats of yours" he said as he gave her nipples a soft pinch making her gasp and moan softly.

Her teats were smaller than Pinkie's and Ms. Cake's but they were still a nice size and tipped with two dark brown nipples. He smiled as he squeezed them before softly licked each nipple of hers, causing the silver haired mare to moan softly.

"I'm going to show you everything that you ponies neglect to do and what you have been missing out on" he whispered out with a growl, making Mayor shiver with a smile, before he lifted up her legs.

She felt herself get even wetter as he pinned her hind legs up towards her head with his tails before watching him lean back down between them. She felt like she was in heaven as his tongue worked its magic by licking over and into her marehood, even teasing and playing with her still sensitive clit.

Naruto though, much to her annoyance, stopped and pulled back just as she was starting to edge closer to an orgasm. "Can't have you cumming this early my dear Mayor as you see," Naruto said as he stood up and allowed Mayor to see his hardened member that stood at attention "this is where the main event starts" he growled out as Mayor was basically drooling a bit at the sight of what she knew would be impaling her very soon.

"O-Oh my, this energetic for an old mare like me?" Mayor Mare teased as she watching him line himself up with her, sharply inhaling a breath as she felt his tip graze against her lips.

"Oh stop with this old mare stuff, you are much more of a young beauty in my eyes my dear" Naruto said as he leaned forward, capturing the blushing Mayor's lips in a deep kiss as he started to rub his tip up and down her marehood lips. He made sure to go out of his way to stroke against her engorged clit which she responded to greatly from the feeling of his hot member press against her sensitive nub that, before now, only she had shown attention to.

Mayor was a bit taken aback by the kiss, having not expected it and definitely not in the intensity that Naruto was giving to her, but loved it as his tongue invaded her mouth. She could only let out moans into his mouth as his scorching hot member teased her marehood as if to say 'this will be mine and I intend to play with it fully'.

"And now," Naruto said as he broke the kiss with his hands on her flank "to mark my claim" he whispered out before pressing his tip against her moist opening of her marehood. He smiled as he thrusted hard into her, enjoying the moan and sharp gasp she let out from his member piercing her.

Her marehood, as he expected, felt different from Ms. Cake's but it was definitely just as satisfying to sheath himself in. Hers was much wetter which made it feel even softer when it clung onto him.

"How does it feel to have me in you, fucking you on top of your own desk like this while on your back showing me all your private areas?" he whispered out as Mayor smiled and looked up at him with half lidded eyes, her legs now placed over his shoulders to let her feel not so bound up. He was definitely enjoying the somewhat dumb look on her face as he could tell just thrusting into her was enjoy to bring her close to an orgasm, the clearest sign being how her legs were starting to twitch.

"I-It feels so amazing~ I haven't been filled up like this in years and yours feels so much better than the few I've had" she purred out as she bit her lip and let out a whimper as she felt him give a quick thrust in and out of her. "Oh Faust it's hitting so many spots" she said in a dreamy tone while Naruto smiled.

"I aim to please and trust me, I intend to" Naruto said in a growl that made Mayor feel giddy inside before Naruto gripped her flank and started to thrust in and out of the silver haired mare in front of him.

Mayor, unlike Ms. Cake was at first, was very vocal as she moaned and panted with each thrust into her. "Faust! I-I'm cumming already you stallion~!" she screamed out as Naruto smirked, already liking how sensitive this mare was and how easy it was to send her over the edge.

"Cum for me, I'll just keep fucking you as you cum" he whispered out in her ear, his husky tone paired with a quick squeeze of her clit with two fingers was more than enough to send her over the edge.

Mayor Mare, for the first time in her adult life, felt a powerful orgasm tear through her that - much to her embarrassment - reduced her to a squirting mess. She didn't know she was actually a squirter, as even the orgasms she experienced with her own hoof weren't anywhere this powerful.

She was a bit embarrassed by the amount of liquid she could feel herself squirting onto Naruto and most likely her desk. Though her embarrassment was quickly erased by pleasure as he was still thrusting his dick in her, having picked up speed and force that was prolonging her orgasm that was making her stick her tongue with a slightly dumb look on her face.

Naruto smiled as he softly turned her onto her side, his member still inside her, before he lifted up one of her legs. "Don't pass out on me just yet cause I want to make sure you feel every moment of it" he said as he started to thrust again into her, making Mayor let out a quivering moan.

"Oh Faust you are hitting spots in me I never thought were possibly" Mayor moaned out as with every thrust into her she felt his member hit places that were honestly making her see stars. "You really know how to show a mare a good time" she teased out before gasping as his hand squeezed her clit again.

"This is just the beginning, we still have much more to go before we finish" he whispered as Mayor's eyes widened as she looked down to see the bulge in her stomach from his dick start to grow bigger.

"N-Naruto, oh Faust it's too big sweetie" she whimpered as while she might like being stuffed there was a limit to it.

"I'm sorry I kind of got too excited" he said with a slight frown as he rubbed the back of his head before Mayor giggled and rubbed his hand that was on her flank.

"It's alright sweetie but how about you finish what you started?" Mayor purred out as she wiggled her hips, causing his dick to stir around inside her.

"That was always the plan" he said before he started thrusting hard into her again, making her moan with a smile as she was loving the feeling of it moving inside her.

"Oh sweetie your dick is the perfect size for me~" she moaned out as she continued to roll her hips as best as she could under all the pleasure to ensure it continued to stir her up more and more.

"And your pussy feels perfect around it like it was made for my dick" he whispered back in her ear, making her shiver and drool a bit more, before he reached down and rolled her clit in between his fingers.

Mayor had honestly lost count of the times she had cum, from his dick and his constant attention on her clit, and she was absolutely loving it. It was so rare for a mare to have an orgasm, let alone several like Naruto had given her and much rarer that it took this long for a mare's partner to finish.

"S-S-Sweetie, I-I can't take much more. I-I swear I'm about to pass out from cumming so much" she whined out as she wanted more but knew her body was at its limit.

"I'm getting close too but I still want to have one last bit of fun and try something out" he whispered in her ear before he surprised her by picking her up, his member still deep inside of her, and sitting down on her chair with her positioned on top of him.

Mayor bit her lip as she felt his member slide a bit deeper inside of her due to her sitting on top of him and her weight pulling her down.

"I want you to ride me" he said with a smile as he ran his hands over her flank.

"Ride you? What does that mean?" Mayor asked as Naruto remembered mares only really did it in one style so this was very new to her.

"Here, like this" he said as he slowly lifted her up off his member, ignoring her whines before he pushed her back down once his tip was the last part still in her. "You go up and down, bouncing on my dick. This way it goes even deeper in you" he added as he rubbed her stomach over the outline his dick was causing.

She blushed a bit but didn't waste much time before she started to move herself up and down, moaning as each time she fell down his dick poked its way into her womb. Slowly, once she got the hang of it, she started to pick up the speed a lot more while Naruto's hands groped and played with her flank.

"You look so sexy right now Mayor, your hair a mess and your collar undone as you ride and bounce on my dick. I can't wait to fill you to the brim" he growled out as he gripped her flank harder, making her quickly ride faster. He enjoyed the position he was in as he kissed on her neck, liking the sight of the mayor's glistening body riding on top of him.

"Oh Faust I'm so close! I want it so badly~!" she moaned out as she moved down on his dick only to let out a startled gasp as he thrusted up to meet her, causing his dick to spear itself into her womb.

Naruto could feel himself getting closer and closer to cumming as Mayor continued to ride him with him thrusting up to meet her descent each time and continuously piercing her womb to the point it was open and accepting to his dick's head. "Mayor, you look so beautiful as you ride my dick. I swear you look as beautiful as Celestia right now" he whispered as Mayor Mare blushed dark before speeding up.

She was a bit stunned by his words but overjoyed by them as honestly, she thought her prime had passed. She thought she wouldn't be able to find a stallion to be with or even experience something this amazing, with somepony like Naruto no less.

His words meant the world to her as she quickly launched her mouth towards his, catching it and trying her best to copy the kind of kiss Naruto showed her. Her hips were going fast as she could make them go as she was doing a mix of riding him and what felt like humping him. His hands though were travelling all over her body, groping and squeezing every inch of her toned flank while continuing to push her down and thrust up at her to add more force to it all.

Naruto was fully enjoying Mayor's body as, unlike his first time, he was more in control and didn't have anything nagging at him to say how bad it was that he was taking advantage of her like Ms. Cake. It fully allowed him to enjoy the experience and pleasure of having sex with a mare. He could fuck her, fill her up, and not feel guilty afterwards so he was making sure to go as full out as he could go with Mayor.

And Mayor definitely felt his passion as her body felt like it was on fire from everything she was feeling. She honestly loved it as she could feel the strongest orgasm of the night build up inside her. "Oh Faust Naruto, I'm so close~ Please paint my insides white~" Mayor purred out as she panted into his ear which set Naruto off.

Mayor could only let out a loud screaming moan as she felt him jackhammer her down onto his dick, his hands gripping her flank hard. She widened her eyes in shock as she felt two of his fingers slide into her asshole which caused her pussy to clamp down on him tightly.

Mayor let out her loudest moan of the session as Naruto grunted loudly while the two of them came together. Mayor didn't even care as she squirted all over his chest and crotch as she felt something swell inside her and scorching hot liquid start to fill her up.

She could only watch in a mix of shock and ecstasy as she watched her stomach start to inflate from all the cum she could feel filling her up inside. "A-A-Amazing, y-you really are filling me up. Y-You were fantastic dear" Mayor stuttered out in an utterly tired tone as he body spasmed softly after each spurt of cum he added inside her. She was surprised why none of it was leaking out considering how much he was pouring into her but figured it had to do something with his cock swelling inside her instead of shrinking down like stallions did when they were done. She really liked the new feeling as she loved that his hot cum was still inside her and keeping her belly warm.

Naruto could only nod as he rested his head on top of Mayor's head as she laid on his chest, He panted a bit as his orgasm finally ended, Mayor's belly still inflated as his knot kept it all inside her. He did frown a bit as he noticed two of his fingers were inside the ass of the sleeping mare on his chest before he slowly pulled them out, only getting a small grunt from her before she stirred in her sleep a bit.

"...Water" Mayor sleepily grunted out as Naruto figured she had to be a bit dehydrated from how much she squirted before he used his tails to grab a water bottle from a nearby mini fridge, open it, and help the tired mayor on his lap drink it down.

He wasn't quite sure when but sometime after he found himself joining Mayor in her sleep as having a mare cuddle up to him in the afterglow of sex was very relaxing.

 **-Lemon End-**

Unknown to either of them, as they slept, Mayor's secretary poked her head in as she had heard everything as with only being room away it was impossible not to. Especially considering how loud her boss had been.

The secretary blushed a bit as she was hit in the face by the smell of sex and the heat of the room. 'She is so lucky she pays me well and that working here isn't a bother. Guess I'll have to clear her schedule' she thought as she blushed a bit, curious as to how good it actually felt to be with Naruto considering how much her boss moaned and screamed.

She was a bit confused about how her boss seemed to be on Naruto's lap, never having heard of that being a mating style but figured she'd get an answer from her boss later as she closed the door.

Naruto was the first to wake up, figuring by how the sun was setting that they had been asleep for a few hours. He couldn't help but smile as he noticed Mayor Mare still asleep on his chest, a smile on her face as she nuzzled up to him.

Being careful as she slept he gently kissed her forehead and neck while his hands stroked her back, making sure to wake her up as gently and sweetly as possible. "Did you have a good nap there?" he teased as she smiled up at him.

"You're still here" she said softly with a smile as he pet her head.

"Of course I'd still be here. There is no way I'd just up and leave like that while you sleep after what we just did together" he said as Mayor smiled happily, touched by his words and that he wasn't just focused on sex like some stallions were.

"Can I get another one of those special kisses? I really enjoyed those" Mayor said as he smiled and leaned forward to capture her lips in a French kiss.

Once it ended she smiled and nuzzled back against his chest with a smile as she enjoyed the sound of the heartbeat she fell asleep to and he enjoyed how warm and soft she was in his arms. He quickly found his hands quickly back on her flank as honestly he really liked the feel of it.

"Seems you can't get enough of my body? Glad to see how you acted wasn't all in the moment" she said as she smiled as he softly massaged and rubbed her flank.

"I can never get tired of your amazing body, especially after I enjoyed it so much" he said with a smile as he ran a finger on each hand over the cutie mark on both of her cheeks, making the mare shiver a bit as she looked up at him.

"Just so you know, touching a mare's cutie mark is a very intimate thing sweetie" she said as he frowned and looked at her.

"Well can I keep touching yours?" he asked while she rolled her eyes and smirked up at him.

"After everything we did it'd be weird if I didn't allow you" she said before she leaned up and gave him a quick and soft peck on the lips. "But as much as I would love to stay here and enjoying being on top of you I think we both need to clean up" she said as she was sticky with sweat while he was sticky because of her...spray.

"Yeah though first we need to, well….separate" he said with a blush as Mayor Mare could still feel him inside her. His length had shrunk but she found herself still plugged up.

"Hmmm, seeing as I don't want to leave a trail of it on my floor could you be a sweetie and carry me there?" she asked as he chuckled and kissed the top of her head.

"Sure thing, wouldn't want to make more of a mess of your office" he said as he stood up, using his tails to keep her up against him, and made his way towards the bathroom that was connected to her office.

He was careful not to let himself pull out of her as he made his way to the bathroom but he was having a bit of troubles considering how with each step she squeezed him slightly. A part of him really wanted to pump a bit but he knew Mayor was done for now, making this quite torturous to him.

"Are you really getting turned on again?" Mayor asked as she looked up at him, already feeling him harden up a bit inside her.

"Sorry it's just I'm still in you and you are squeezing me with every step" he said with a sheepish grin before she smiled up at him.

"You are such a pervy fox aren't you?" she teased while chuckled and smirked down at her.

"For beautiful mares like you? Yes" he said before they entered the bathroom and he carefully stepped into the rather large bath she had in it.

They both let out a shiver as he pulled out of her, his member going back into him, while they both watched his seed pour out of her and into the tub.

Mayor was shocked to see how much seed was actually pouring out of her, which she quickly remembered how all of this was sealed up in her for hours. 'I really need to go see Nurse Redheart if I am with foal now' Mayor thought with a smile as she was actually excited about the prospect of it.

Naruto though couldn't help but find himself a bit turned on as he watched it pour out of her while she splashed some water in between her hind legs to help wash it down. "Not so fast mister, down" she teased with a splash of water.

"Sorry, just I didn't expect watching that to be so….well, hot" he said as she rolled her eyes with a smile.

"If you are going to take a bath with me to wash off none of that, my body is still really tired from what you gave me" she teased before he held his hand up.

"I promise I will try my best not to get turned on by you, it'll be hard but I won't tire you out with another rut" he said as she nodded before she started to fill up the tub with warm water.

The bath was incredibly relaxing for the both of them after their escapades. Naruto helped Mayor wash off and even just relax together in hot water, her resting with her back against his chest. Sadly though, as much as Mayor would have loved it, they had to get out.

"I'm sorry that I have to go Mayor" he said as he watched her put back on her collar and necktie while she made her way back behind her desk.

"It's alright sweetie as I do have a town to run and you probably need to return home yourself. Though I will definitely see you again" she said with a kind smile before he nodded and walked over to behind the desk.

"Of course you'll see me again" he said as he gave her one last kiss and Mayor Mare watched with a smile as he left her office.

"Good to see you are awake now" Mayor's secretary said as she walked into the room a minute or so after Naruto had left. "I came in to check on you earlier because of the...sounds I heard and found the two of you passed out" she said while Mayor at least had the decency to blush a bit.

"Was it really that good for you to make all those sounds?" she asked before Mayor let out a dreamy sigh before she rested her head on her hooves.

"All that and more, here I'm starving after all of that so why don't we get some food and I'll tell you everything" Mayor said as her secretary blushed softly but nodded and followed as she was very curious about her boss's time with the most unique citizen of Ponyville.

Naruto was rather deep in thought as he walked down the basically empty street, as it was getting rather late out. His mind was busy thinking about his amazing time he just shared with the mare and everything she told him about how intimacy worked with ponies as well as what Celestia had figured about his new body thanks to Fluttershy.

Right now he just wanted to get a chance to talk with Cup about what had happened when he lost control that first time. He fully planned to throw himself at her mercy and apologize for what he did. He didn't feel too afraid of the outcome given she hadn't reported him yet but still he wanted to apologize while he hoped she didn't hate him or wasn't afraid of him.

Though as he entered Sugarcube Corner he figured, as everything was turned off, he'd have to wait for his chance to talk with her tomorrow. That was until he made his way down to his room to find the mare on his mind sitting on his bed.

She though was quick to get off it as she noticed he entered the room. "Oh good, you're home. I've been...wanting to talk to you" Ms. Cake said with a soft blush on her cheeks before Naruto frowned and walked a bit into his room.

"First things first I want to apologize. I never meant to force myself on you. I am new to being around ponies and I know this doesn't excuse me at all but I just wanted to-you don't have to apologize" Ms. Cake said as she silenced him by gently putting her hoof to his snout.

"Naruto, please just sit next to me for a second and let me say something first" Ms. Cake said as she sat back down on his bed before patting the area next to her which he slowly sat down at, a bit unsure how things were about to go.

"I'm not mad at you Naruto for what happened in the kitchen between the two of us. Surprised, very much so but if I'm being fully honest I didn't hate it and I enjoyed it….a lot actually" Ms. Cake said with a very dark blush on her face while Naruto looked at her very surprised. "In fact it probably was so much more powerful since I haven't been intimate with somepony in a very long time" she added as that made him more confused than anything.

"Wait, seriously? You haven't been intimate with someone? How could you not given…" he said, his eyes trailing to her rear before he stopped his train of thought due to not wanting to seem like a pervert although Ms. Cake couldn't help but smile at it.

"Why thank you, something like that really means a lot to a mare like me. Its just that when a mare reaches my age we aren't really viewed as possible mates. Hence why your words and actions really meant more than you know to me" she explained, still blushing as she looked at him. "You made me feel like an attractive young mare again" she added with a giggle.

"Still…I'm sorry I forced myself on you like that" he said, still feeling like he needed to tell her that.

"It is quite okay as I found it rather…exciting. Plus I felt, even in that state you were in, you wouldn't hurt me" she said, putting her hoof over his hand with a smile.

"Now look, there will have to be some rules if we are to fool around mister" she said looking at him with a playful serious look in her eyes. "That means no doing anything while we have customers or when Pinkie is around. Last thing I want is for others to catch us in the act" she said, a dark blush on her cheeks to show it wasn't out of being ashamed but more out of being utterly embarrassed which he found made her look even cuter.

"I promise I'll do my very best to keep my hands off you during business hours…although at times it will be hard" he said as chuckling a bit as he ran a finger over the ass, making her shiver and nod shakily as he ran his finger over her cutie mark.

"Then how about….one of those kisses you gave me to, you know, seal the deal" she said nervously before Naruto smiled and tilted her head up so she was looking at him.

"Of course Cup" he whispered out as he captured her lips in a deep kiss, his hands sliding their down her sides before resting on her flank. He couldn't help but deepen the kiss before he found himself somewhat hunched over Ms. Cake as she was now lying on her back on his bed, who seemed a bit surprised by her new position but made no attempt to pull away or stop the kiss.

The kiss continued as he continued to invade her mouth with his tongue until drool was running out of both of their mouths.

As the long and passionate kissed ended both of them were panting a bit, lust clear in Cup's eyes as well as his own. His lust was going overdrive as he watched her drool and pant on her back, her looking like a plump treat ready for him to devour.

"How about we seal the deal the real way?" he asked as she blushed before nodding shyly before she let out a squeal as he pounced on her.

Life for Naruto was odd in Ponyville but as things started to change and shape differently in his new life he honestly liked it. It was welcomed, especially if it meant he got closer to beautiful mares.

 **-Chapter End-**

 **EDIT** : As of 11/15/18 I've made edits to this story, erasing Mr. Cake like seen in the previous chapter as well. The whole cucking element with them just felt Ugh so right now Ms. Cake is a single older mare that Naruto will fool around with from time to time. A 'Friends with Benefit' like Mayor Mare is as well

So Naruto has three basic sizes. Normal size is the size of Celestia, Pony is the size of an average pony, and Foal size which is the size of one of the Cutie Mark Crusaders.

He will eventually be able to go to the size of Kurama but it is more of a last resort thing with how much it drains him of chakra and stamina.

We wanted to make Naruto more animalistic with his fox body and give him some troubles with it as it is a new form for him and in Equestria he is a full on fox.

I hope you all liked the lemon with Ms. Cake and Mayor Mare, two of the first of many mares we plan to make him get with. And no he isn't going to be some horn dog that runs around with everyone and moves on, he cares for all the ponies he is with and later on his clones will come in handy a lot with making sure they all know it.

Also no this won't be full smut as we do have plot planned and him to be involved in canon but right now it is before canon and will be a bit before it reaches there.

Till the Next Time

Drop a review!

See Ya!


	3. Chapter 3

**Equestria Desire**

 **Chapter 3**

 _ **Contributor: DragonPony022**_

 **-One Week Later-**

Naruto, as he helped out around Sugarcube Corner, was thankful for the recent turn of events that happened him. Without his lust worrying him 24/7 he was actually able to settle in even more so in Ponyville.

For the last week he had been rather...active with both Mayor and Cup but in return he didn't have to fear over jumping on the ponies around town. Plus he got to enjoy the both of them regularly so all in all things were going good.

"Naruto dear? Not that I mind but shouldn't we wait until we close up?" Cup said, holding in a soft moan as Naruto's hands groped her flank while his clones were working around her.

"Oh sorry," Naruto said as he realized what he was doing, his hands still on her plump flank while chuckling a bit "guess I was a bit caught up thinking how much fun I've had with you recently" he added, making the mare blush and roll her eyes at him with a smirk.

"Well you know the rules, hands off until after work at least" she warned with a smirk before he quickly took his hands off it, already missing it under his hands.

"Sorry. It's harder not to touch than I thought. You don't know how amazing your flank is and feels" Naruto told her, chuckling at the slight glare while the blush on her cheeks that betrayed her.

"Don't you have to go somewhere like Fluttershy's soon? It's almost time" Ms. Cake said, a bit embarrassed at getting flustered by him so easily like that. "Your clones will be more than able to help me, wouldn't want to keep her waiting now would you" she added as Naruto looked up at the clock and frowned a bit.

"Oh dang, I didn't realize it was this late. Thanks for reminding me" Naruto said as he hurried towards the door before pausing and turning back to her with a smile. "Though I'll do my best not to stay out too late, wouldn't want to leave another lady waiting tonight" he teased, his smile growing as her blush increased before he ran out.

Ms. Cake could only grumble as he ran off before turning to glare at the clones that chuckled behind her. "Keep working you two or your boss isn't getting anything tonight" she warned with a playful glare, liking the control and power she felt a bit as they nodded and got to work.

Naruto smiled as he made his way through town and towards Fluttershy's cottage. Truthfully ever since gaining help with his animalistic urges he was able to enjoy the company of other mares such as Fluttershy, Rarity, Applejack and even Rainbow Dash. It let him enjoy his time in Ponyville more without the constant fear that normally hung over his head.

"Fluttershy? You in there?" Naruto asked as he knocked on her cottage's door. "Sorry I was a little late, got caught up at Sugarcube Corner for a bit" he said through the door before it opened and the soft yellow pegasus smiled at him.

"Don't worry Naruto, I lost track of time myself a bit as I had to help a new animal friend that got hurt" Fluttershy said making Naruto sigh in relief a bit for not actually making her wait. It always made him feel a bit bad to make her wait given she continuously went out of her way to set time aside and help him or just spend time with him.

"Oh I was thinking we take a little trip to a nearby clearing as today's weather is perfect for a picnic. I even packed some fish dishes for you" Fluttershy said as fish wasn't an abnormal thing to eat since some animals ate them and even Pegasi, other than her, ate them occasionally.

"A picnic actually sounds great and the promise of your cooking is definitely an added bonus" Naruto said with a smile as Fluttershy's way of making fish seriously made him drool. He wasn't sure if it was because of his new body but fish was seriously something he craved from time to time.

Fluttershy could only smile and blush a bit as she walked out and closed the door behind her, Angel sitting on her back with her various animal friends followed behind her. "W-Well we should start heading over there before the food gets too cold" she stuttered out a bit before Naruto nodded and followed beside her.

"So how have you been Naruto? I heard you went to see Mayor Mare, is everything okay?" Fluttershy asked with a worried look in her eyes as she looked up at him.

"O-Oh it was nothing, I was just checking in with her to see if I got any new job requests and ask her a few things about Ponyville and how things work here. It's still a bit odd living in a town full of ponies after all" he said, covering up the real reason for his visit with something believable as honestly he was still adjusting to it all.

"Well if you ever need help or have questions please always feel welcome to come to me Naruto" Fluttershy said with a serious look in her eyes as she stared up at him before he nodded and put his hand on top of her head.

"Thanks Fluttershy that means a lot" he said as he started to softly pet the top of her head, quickly making the pegasus blush darkly and let out a squeak.

"W-W-We s-should continue on, we are almost there" Fluttershy stuttered out before shakily walking forward making Naruto chuckle and follow behind her.

Once they arrived Naruto couldn't help but let out an impressed whistle at the sight. The clearing was rather large with flowers scattered around it and a river running through it. "So how did you find this place?" Naruto asked as Fluttershy took off her saddlebag and gently pulled out a blanket for them to sit on.

"A bird friend of mine told me about it and I checked it out once before figuring it'd be a nice place to have a picnic. I kind of planned this for the last couple of days, I'm happy you were able to come along" she said softly, a blush covering her cheeks as she smiled while he helped unpack the food from her bag.

"Well thank you for inviting me as this place is amazing" Naruto said with a smile as he put the picnic basket in front of him before sitting down on the blanket upright, watching as some of the birds Fluttershy cared for flew above them in the sky.

Fluttershy blushed a bit as she sat down on the blanket beside Naruto, wanting to summon the little courage she had in her to sit closer but the mere thought of it was making her face heat up. Angel though, as he watched his caretaker blush and squirm besides the fox, could only sigh as he was tired of this.

Too many times did he have to hear her talk to him about the fox only to squeal in embarrassment and say how 'it never could happen' or how she couldn't believe she was thinking things like that. It got to the point it interfered with when she was supposed to give him his carrots.

Today though Angel was determined to make this stop. He knew from the way the fox looked at his caretaker that he was interested so all he felt he had to do was give his caretaker a little shove and the dominos will fall.

Angel rolled his eyes before sitting next to Fluttershy and, not even trying to hide his intentions, pushed her so she fell sideways against the fox. "A-Angel what was that for?" Fluttershy asked, blushing as she tried to sit herself back up only for Angel to attempt to use all of his force to keep her down.

But, being that he was a small rabbit, he wasn't able to.

"Maybe he's worried about you getting chilly or something? Either way you can sit closer" Naruto said while Fluttershy could only blush and look at him before nervously scooching closer to him before the blush increased once a few of his tails draped over her.

Angel smirked a bit at the scene but knew it would require more to get the two of them together and quickly hopped over to the nearby bear and started to chatter in his ear. The bear smiled and nodded along, also wanting to get their sweet caretaker together with the one she cared for, before Angel hopped off.

The bear acted as best as it could that it was excited to run around the clearing eyes straight ahead, as if it saw something interesting on the other side of the clearing, before barreling past Fluttershy.

He of course made sure not to trample her or even hurt her, just bump into her enough to send her falling over and onto the fox's lap before diving into the bushes to secretly watch the results.

Fluttershy was caught completely off guard, having been busy daydreaming a bit as embarrassing as it was to admit. As her bear friend knocked her over she could only blush as she now found herself held in Naruto's arm with her sitting in his lap.

"You okay Fluttershy?" he asked as he looked down at her, his hands gently holding her over her pulled in wings before Fluttershy looked up at him.

"Y-Yeah it s-seems like my bear friend wasn't looking where he was going much" Fluttershy said as she enjoyed sitting on his lap with a blush on her cheeks.

"Maybe you should stay here incase another animal friend barrels by as they do seem a bit excited to run around" Naruto said, wrapping his arms around her a bit with a smile, missing the smile and dark blush on her face as she was thankful her sitting on his lap wasn't anything too odd.

Fluttershy tried to settle her erratic heart as she knew she was never the boldest pony and she had been working on changing that with very little progress. This though, she knew she could use to her advantage.

She took a deep breath as she started to rub her flank as subtly as she could against him while her face turned incredibly red. She had noticed her animal friends acting odd around Naruto up until a week ago and she had easily noticed Naruto acting weird as well.

Being an animal expert she easily figured out what had been going on with him once she really thought about it. At first she was embarrassed to think about her friend being like that but if she was a part of the problem she wanted to help.

Especially given she had quickly grown feelings for Naruto as he was just so kind and nice with her. She had never had a colt-friend or even just someone to be physical with but their time together quickly made her feel how she really wouldn't mind something like that with Naruto.

In fact, as much as she was ashamed and embarrassed to admit, she had masturbated several times to the thought of it, resulting in her being incredibly embarrassed from the fact each time.

Naruto though was a bit stunned and unsure how to react. He didn't know if this was an absent minded thing Fluttershy was unknowingly doing, as she had done things like this while she was deep in thought or nervous, or if this was a pony thing to show interest.

"U-Um Fluttershy? Can you maybe stop?" he asked as he tried to keep as calm as he could, getting a bit hard as he could feel her flank and her teats rubbing up against him.

"Y-You know you c-could have come to me for h-help if you were struggling with your urges" Fluttershy stuttered in a quiet tone, still rubbing and grinding her flank against him before she let out an 'eep' as she felt something warm poke against her.

"S-Seriously?" he asked, utterly shocked what the shy pegasus was saying to him.

"Y-Y-Yes!" she squeaked out as she looked over her shoulder at him. "I've been worried about you and am more than h-happy to help" she added before widening her eyes as his member steadily grew to full size which, due to him being in his bigger size, ended up having it underneath her between all her legs down the middle.

"W-Wow…" Fluttershy said in awe at how it looked and how it pulsed and throbbed under her, staring it with her snout mere inches from it, it being as long as she was give or take a few inches.

"S-Sorry! I'll get smaller for yo-No!" Naruto tried to say before Fluttershy interrupted him with a dark blush on her face, her eyes still looking over his member.

"This is your natural size so I want to make you feel good in this form. S-So just lay back and leave it to me" she said, still clearly nervous as she adjusted herself once he laid back a bit to where she was basically hugging it.

'O-Okay, I-I can do this' she thought before she started to rub her entire body up and down it, pressing her marehood against it which also meant really pressing her teats against them as well. She started slow, making sure to really stroke it with her whole body before she noticed the tip started to leak a bit.

Due to her head being at level with the tip she was able to catch a whiff of how it smelled, the scent making her shiver a bit. 'O-Oh my~!' she thought, a bit surprised that it had this much of an effect on her, easily making her start to get wet and her head to get a bit hazy.

Her body quickly started to move on its own, grinding harder and faster against his large member with her juices coating it while her nipples grew harder. Her head moved on its own as it moved down towards his tip, her mouth opening as she started to lap up the precum. The moment her tongue tasted it she couldn't hold in a moan from the taste, quickly beginning to suck on the tip, her tongue still licking, all the while she was still hugging his dick and moving up and down.

Naruto was stunned that the shy little pegasus he had befriend was being the bold one to initiate this and was now essentially using her whole body to stroke his cock. His body, other than his dick, was a bit frozen as she rubbed up against him and sucked the tip of his dick.

All he could do was groan a bit with her movements, his dick twitching as the smell of her juices hit his nose and from how her tongue licked his tip as she softly sucked on it. "G-God Fluttershy, I really didn't expect you to do something like this" he groaned out, her speed of her licks and stroking picking up as she was seemingly getting really into it "but I can't say I complain" he added, his hands reaching out to rub and grope her flank, eliciting a squeak out of her as she hugged around his cock tighter due to the surprise.

"N-Naruto, w-what are you doing?" she asked, letting out soft moans as he continued to grope and play with her flank.

"What? You can't expect me to just let you do everything, I want to play with you a bit as well" he told her as he spread her cheeks apart and gently ran his thumb over her asshole a few times, making Fluttershy's wings shoot out and her body tremble.

"O-O-Oh my gosh~! D-Don't touch there i-it's dirty~" Fluttershy stuttered out while moaning, her body becoming weak as he played with her flank, causing her face to lay against the tip of his dick. She weakly lapped her tongue against it as it was still leaking clear juices which were now starting to smear on her face as her lower body was still humping his dick and making her move slightly.

"It's not dirty Fluttershy, your flank is really cute especially with these amazing teats~" he told her as his finger ran down from her asshole, avoiding her pussy which elicited a whine from Fluttershy, before he was able to softly rub one of her teats before both of his hands were rubbing them.

She felt her head becoming really hazy from the smell of Naruto's dick and the sensations of his hands playing with her flank and teats, the latter which surprised her that they gave her that feeling.

'I-I can't let him do this! I want to continue pleasing him!' she thought, unable to talk as she was moaning and panting too much before she quickly started stroking his dick with her body again, grinding more against him as she returned to sucking his tip with even more vigor than before.

Naruto groaned in pleasure, finding her increased pace of everything hitting him harder than he thought it would. 'Who knew the meek Fluttershy would act like this?' he thought with a smirk as he continued to prod and rub her asshole which only made her speed up more and make the juices that were coating his dick seep out even more.

This somewhat backfired as he was very quickly reaching his limit. "F-Fluttershy I'm getting close to cumming" he groaned out, his hands gripping her flank, trying to figure out where to shoot before she swallowed the tip into her mouth and sped up even more.

"It's okay, cum whenever you need" Fluttershy said as she took a short pause from sucking to talk, immediately going back to sucking and licking the moment she was done talking, the rest of her body moving even faster as she could feel herself growing closer as Naruto's dick started to pulse more and more.

Her eyes widened as the first rope of cum shot into her mouth, filling it to the brim easily to where her cheeks were puffed out due to how big his dick currently was. With the second rope it stuffed her mouth even more, resulting in his cum shooting down her throat and out the sides of her mouth. As the third rope came out more cum went straight down her throat only now it was even more, making some cum to shoot out her nose.

As he continued to let rope out of rope of cum she was feeling almost drunk, her stomach quickly filling with Naruto's cum as the smell and taste of it was intoxicating to her as well as due to the fact she had started cumming the moment he came from her grinding and the taste of his cum.

She didn't care that cum was leaking out her mouth or occasionally out of her nose she just focused on breathing and trying to swallow as much of it as her body prolonged her orgasm by mindlessly continuing to hump and grind against his cock.

By the time Naruto had stopped cumming her stomach had quickly become bloated by just how much cum he had shot down her throat. As she pulled her mouth away from his dick she used her tongue to lick up any cum that was on her face from it shooting out her nose as well as licking up the last few drops from the tip of his dick.

Fluttershy could only let out an eep as she was grabbed and laid on the ground on her back, Naruto's hands around her back legs to keep them up and his face between them. "N-Naruto? W-What are you doing?" she asked, trying to cover up her marehood with her front hooves only for Naruto's tails to gently stop her.

"Your marehood smells so damn amazing Fluttershy, the entire time you were grinding against my dick I could smell it and wanted to just devour it. You got me off and now I want to do the same to you" he told her, smiling at her over her teats while licking his lips. As he leaned down towards her marehood the scent of it alone was enough to make his dick start to grow fully hard again.

With his first lick of her marehood, from the very bottom of it up to her hard and puffy clit, he went nice and slow to savor the taste of it. The taste was hard to describe, it being sweet and savory, but all he knew was that it was utterly delicious to him.

He had tasted both Mayor Mare and Ms. Cake and they both tasted different from each other and both delicious but Fluttershy's was a different and more addictive kind. With each lick and lap of his tongue over Fluttershy's wet pussy he started making longer and quicker licks while Fluttershy's moans and writhing only spurred him on more.

"O-O-Oh my gosh N-Naruto I-I never knew th-this was a thing~" Fluttershy squeaked out, finding it especially hard to talk while he continued to lick her marehood.

"Well you seemed to know what a blowjob was a bit despite that not being a particularly pony thing" Naruto said, smiling up at her as he flicked her clit with his tongue, his smile growing as she let out a loud gasping moan.

"I-I-I only know o-of that due to M-Mayor Mare. S-She told m-me h-how you told her a-about some things" she stuttered out making Naruto smile as he honestly should have expected something like this given Mare was the pony Shy went to talk to concerning him due to her having to give Mare progress updates on him and Mare was definitely the kind of pony to give Shy advice like that.

"Well then I'll have to thank her after I get fully done thanking you~" he purred out to her, enjoying her blush before he really got his face in her marehood, his tongue now sliding into her marehood which made her let out another loud yet soft toned moan.

As Fluttershy felt Naruto's tongue lick around inside her marehood her moans only became louder, which in turn made her even more embarrassed. She struggled to keep them from leaking out, putting her hoofs over her mouth before Naruto pulled away, making her let out a whine as he did so.

"N-Naruto, why did you stop?" Fluttershy whined out, looking down at him, a bit frantic to get him to continue what he was doing to her due to how amazing it felt.

"If you want me to continue then you can't keep quiet. I want to hear those angelic moans of yours" he told her with a smirk, kissing the lips of her marehood and causing a moan to squeak out of her. "I want to hear how I am making you feel so don't be quiet" he said, using a tone that was like he was slightly ordering her which, given by her shiver and her marehood leaking a bit more, she seemed to like.

"O-Okay" Fluttershy said before smiling as she let out a gasp and moaned loudly as he immediately went back to licking inside her marehood. "O-Oh my gosh~! Y-Your tongue i-is w-wiggling around inside me even more~! I-It feels s-so good~!" she moaned out, the new fervorous pace Naruto was going at was sending powerful jolts through her body.

"God Fluttershy you taste so delicious" he whispered out to her, taking a pause from eating her out but still licking her pussy lips as his hands went to groping her large teats which caused the blonde pegasus to let out another moan.

"D-Don't say that i-its too embarrassing" Fluttershy squeaked out, her face red with a dark blush as she continued to moan with a gasp as she felt Naruto start sucking and licking her teats while a finger of his slid slowly into her marehood.

"Playing with teats is another thing most ponies don't experience except for nursing right? How does it feel when I do it?" Naruto asked, softly pinching one of her nipples as he licked the other. "I mean given the size of your teats and nipples I wouldn't be surprised if it felt more enjoyable~" he somewhat teased, spreading her legs a bit more with his tails so he could see the full size of her teats easier.

Fluttershy struggled not to cover up her face again as she looked down at Naruto, still moaning as he played with her teats as well as his finger gently moving around inside her. "I-It feels good N-Naruto" she squeaked out, finding her voice despite him circling her nipple with his tongue as he sucked on it. "I-I never e-expected it to feel l-like this~" she added, her head getting a bit fuzzy as he played with her body like this.

"What exactly feels good Fluttershy? I want you to tell me everything remember~" he teased, softly pulling on one of her nipples, making her quiver and moan shakily.

"M...My teats" she said quietly, her face turning an even darker shade of red before she gasped as he softly nibbled on one of her nipples. "M-My teats! My t-teats feel a-amazing when you p-play with them! I-I didn't know my teats and n-nipples could make me feel this g-good~" Fluttershy said, her voice slightly raising as tweaked one of her nipples with his hand, making pleasure spike powerfully through her body.

"I can tell they make you feel good as your marehood is drenched and keeps leaking out so much onto my fingers" he told her, smiling as he gave one of her teats a long and slow lick which made her shiver and bite her lip. "It'd make for some good lube for sure with how much you are letting out" he added, smirking at Fluttershy's confused look before he pulled his finger out from her marehood and slid it into her asshole, getting a loud gasp and moan to come out of her.

"God you must be so close to coming, aren't you?" Naruto asked her, slowly pumping his large finger in her ass while he gently stirred it around ever so slightly. From the second he had slid his finger into her ass it had instantly tightened around it, so tight he swore it might snap off his fingers.

"N-No~ D-Don't put your finger in there~" Fluttershy whined out, wiggling a bit as she started to pant a bit from it, the feeling of his finger invading her flank to be all too new and intense.

"Does it feel too good for you~? Does having me finger your flankhole make a perverted pony like you feel really good~?" he asked, pumping his fingers faster before almost completely pulling his fingers out only to put another finger next to it and shove both of them into her.

The second the second knuckle of both of his larger fingers had shoved into her asshole Fluttershy quickly let out the loudest moan that had a bit of a scream mixed in, making her throw back her head as her body spasmed from the sensation.

"Don't pass out on me Fluttershy, especially since we aren't even close to being done" he told her, teasing her pussy with his tongue as he hovered it in front of it, giving her the feeling of the warmth but not actually licking.

"O-O-Oh F-Faust! I-I t-think I'm c-cumming~! I-I'm really cumming! Oh Faust!" she moaned out, basically yelling as the teasing of her marehood paired with his fingering of her flank was far too much for her to handle given the build up from him licking on and in her marehood as well as playing with her teats.

She threw her head back as she came, her mouth open wide as she moaned loudly, her tongue hanging out while she came and squirted hard, thankful that Naruto had moved his face away. Her whole body spasmed and quivered as her orgasm continued to tear through her, the fact Naruto was still slowly pumping his fingers in her ass only prolonged it even more.

Without even having to think about it she knew she had a stupid look on her face, her eyes rolled back as her tongue hung limp out her open mouth while she panted and moaned, spasming a few more times in the aftermath. She could only moan softly and whine a bit as Naruto pulled his fingers out of her ass.

"God Fluttershy, you really burst didn't you? The blanket is beyond soaked with how much you squirted out from having your flank played with~" Naruto told her, smirking as he gave her marehood a long slow lick which only made Fluttershy gasp and whimper at, most likely due to still being sensitive from cumming.

"Don't think we are done though as we still have the main event to do~" he whispered to her, smiling as he shrunk down just a little bit to where he was still bigger than her but where his dick was no longer as big as her.

Although it was still big enough where it would absolutely stuff her as he really wanted to fill her up.

"You want it as well don't you Fluttershy?" he asked, still looming over her as he grinded his dick against her utterly soaked and dripping wet marehood, prodding the tip against her still twitching asshole. "Tell me you want it Fluttershy, I want to hear you tell me you want me to fuck you and claim you~" he whispered into her ear as he moved closer to her, softly nibbling her ear which made her let out a rather cute and soft moan.

The thought of saying something like that would normally make her too embarrassed to even think about. Though, given just how out of it she was along with her still being on a euphoria from cumming, she just wanted more and more importantly she wanted the real thing.

"I-I want to mate~!" Fluttershy squeaked out as she unconsciously started to grind against his dick. "I want you to breed me, to really just fuck me!" she yelled, using his different non-pony term to help get the point across and show she wanted it.

"Good girl~ This just goes to show if you beg enough I will give you what you want" Naruto said with a smirk before he gently lifted her up, putting her on her legs to help him be able to fuck her easier.

He was happy to see that nearly the second her feet touched the ground she lowered her front down to the ground while keeping her flank high up in the air, her tail straight up to present her dripping wet marehood to him.

"P-Please give it to me" Fluttershy added, looking back at him with a begging look in her eyes as she subtly swayed her flank and wiggled her hips at him, swishing her tail from side to side which only fanned the scent of her arousal toward him and showed just how much she wanted it.

The second the scent hit his nose he was unable to hold in a growl as he grabbed her flank with both hands spread it a bit, lining the tip of his dick right up against her marehood, before he put his hands on the ground, one on either side of her head so he could loom over her. "God you couldn't keep me away from fucking you" Naruto told her, a growl to his tone before he pushed the tip of his dick into her tight marehood.

Fluttershy moaned as his dick prodded her marehood before it pushed its way into her, even just the tip of his dick was wide and with each inch that slowly slid into her she found her marehood stretched more and more. "F-Faust! Y-Your dick is stretching my marehood~!" Fluttershy moaned out, her voice growing louder as her flank pushed back to get more of his dick into her on its own.

He had to use every bit of his self-restraint not to slam his dick down to the base into her as she helped speed up the progress of fitting his dick into her. The feeling of her tight marehood squeezing the tip of his cock alone amazing where with every inch that was slid into her the desire to slam into her grew. With half of his dick left Naruto grew tired of waiting before he put his hands around her torso and slammed the rest of his dick into her.

As Fluttershy felt the remaining half of his dick get slammed into her she could only let out a screaming moan, her eyes rolling back into her head as tears rolled down her face from the ecstasy of the sensation. Not only was his dick now completely stretching her insides but a good few inches of his tip had pushed their way into her womb, now completely filling it. She lost all control of herself almost instantly, cumming again as she started to spasm a bit while she squirted and even began to pee as his dick simply sat inside her.

Naruto gave her no time to rest as she came again, immediately starting to thrust inside her as she continued to squirt given her orgasming made her pussy tighten around his dick even more so. He could only think about fucking her faster and harder as the smell of everything mixed with how amazing it felt for him only made him want more and more.

With each thrust, due to how powerful they were, Fluttershy could only pant and grunt with the occasional moan being able to slip out. Her mind was beyond hazy, barely able to think other than how much his dick was reshaping and stretching insides with how big it was and how hard he was pounding her. Though she didn't mind, something about how he was overpowering her and dominating her awakened something primal in her, she knew how some animals submitted to 'alphas' or heads of the pack and with Naruto she could understand why.

All she could think about was how she wanted him to enjoy wrecking her formerly virgin marehood and how she wanted him to claim her inside and out. The thought of him cumming inside her made her twitch a bit as she knew how much he let out, given it was still sloshing around in her stomach, she knew it would absolutely flood her insides.

With that much cum it wouldn't surprise her if she wound up pregnant by it especially given his tip was pounding inside her womb. The idea of getting pregnant by him sent a jolt through her body, making her marehood clamp down a bit more around his dick. It was even enough that, despite her being physically exhausted, her body was moving without her control to throw her hips back to meet his powerful and rough thrusts which only made him slam into the back of her womb even harder.

"Fuck! Fluttershy, your pussy feels so amazing!" Naruto growled out as he was hunched over her as he thrust, speeding up even more as her pussy was clamping down on him when it was already unbelievably tight to begin with. "I'm going to cum so hard in your pussy, this way all your animal friends will know you are mine~ That you'll know you're mine!" he added, smirking as her pussy clamped around him again, as if to show how much she wanted or liked that.

"Oh god, you want that don't you Fluttershy~ Your pussy tells me you want it as it just keeps clamping down on me" he told her with a chuckle, starting to really slam into her, loving the sight of her flank ripping each time he bottomed out and how it was slightly becoming red from it. "Tell me you want me to claim you, to fill you up to where you are just overflowing with my cum, to where you might get pregnant~" he said, whispering the last bit directly into her ear as her pussy clamped around him even hard.

"If you don't I will pull out right now" he quickly added, that warning enough to make Fluttershy's eyes widen in shock and almost fear at the thought of him stopping.

"No, no, no, no no~ Please no! I-I don't want you to stop~" Fluttershy stuttered out, almost crying as she shook her head. "I w-want it! I really, r-really want it! I want to be yours i-inside and o-out!" she spoke, her voice frantic as she looked back at him with an almost afraid look in her eyes. She let out a sharp moan though as Naruto spanked her flank, the sensation being powerful as he gave a really hard thrust into her.

"There is still one thing you need to admit to Fluttershy. Admit to how you want me to get you pregnant~" he told her, spanking her ass hard again, thrusting as he did so that the pause of him not thrusting might really drive her over the edge.

Fluttershy was having an internal battle as every time he mentioned getting her pregnant she had an almost miniature orgasm which his thrust and spanking of her flank only made it more powerful but she didn't want to admit that she wanted him to. For her to think about it was one thing but to put it out there and admit it was vastly different.

"Either you admit it and be truthful like your pussy is, given it clamps down on me so damn tightly every time I mention it or…" he said, trailing off as he started to pull out of her only for her to look back at him with wide eyes.

"W-Wait! No! D-Don't pull out!" she whined out as she looked back at him with worry deep in her eyes. "I-I-I'll admit it!" she yelled, taking a deep breath as she buried her face in the ground. "I-I admit it...t-the thought of you g-getting me p-pregnant is a-amazing~" she said, shivering a bit as she admitted it but the tears coming down her cheeks contradicting her tone.

It was all a bit much for her, not in a bad way but more in an intense way. Her tears were mainly a mix of being out of desire and wanting him to just continue plowing her but also ones of embarrassment and shame. Though in the end she loved it as Naruto had truly dominated her and it was a great kind of intense.

"Good girl~!" Naruto growled out his hands going to her flank to grope it hard before he used it as leverage to really start thrusting into her again. His pace was even more intense than before, immediately thrusting as hard and as fast as he could without actually breaking her. The sound of him smacking into her flank and visibly making it a darker shade of red than it already was made him continue on.

Her moans had also returned, them making it even hotter while fucking her and made him want to hear more as he decided to play with her visibly twitching asshole. She had been weak to her ass before so it made perfect sense for him to push both of his thumbs into her as he gripped her flank hard to keep going.

Fluttershy was certain she had an even more stupid look on her face as she laid there, her mouth being unable to close, her tongue hanging out and her vision blurry due to how they were rolling back into her head. She was only being able to moan and whine as he utterly ravaged her marehood with his thrusts as well as playing with her flank the way he was.

"God I'm so fucking close Fluttershy! I'm going to fill you to the absolute brim with my cum!" Naruto growled, holding onto her even tighter as he hugged her from behind which allowed him to really jackhammer into her as he reached his limit.

As he came his knot quickly swelled inside her before he started to let out thick rope after rope of cum inside her. He didn't stop thrusting, even as he came while he watched as, due to his knot, her belly started to inflate a good bit due to his cum having no exit.

Fluttershy's eyes went absolutely wide as she felt him shoot his cum directly into her womb, a powerful rather loud and long scream being the only noise able to leave her lips as his cum just kept filling her. She thought, for a moment, that while cumming he might possibly slow down and stop moving but he didn't, he just kept thrusting and stirring around the cum inside her as he just kept filling her up.

With his knot his cum wasn't going anywhere, it was absolutely filling her up to the point her stomach was inflating out, even more than it had when she had swallowed his massive full sized load earlier. It felt like absolute molten lava in her core with how hot it was.

She swore with the amount she could feel in her, which was still growing as she could still feeling him pulsing inside her, she wouldn't be surprised if she got pregnant despite not even being in heat.

It was that much he had let out.

It went without saying that her marehood and flankhole were undoubtedly swollen and puffy from all the attention they were getting, especially since they were both virgin holes until today. She could only imagine what they looked like.

A quivering moan escaped her lips as she felt his knot shrunk and he pulled out and allowed the cum utterly gushed out of her and she came again, or was her orgasm just continuing. With how much she was cumming it was all meshing together into one long unending orgasm.

Silently in the back of her mind she hoped he was done but as he started thrusting again into her she felt her consciousness fading in and out. She forgot how many times she passed out, coming to a few times to find herself in new poses and more cum either on her or leaking out of her.

As she found herself on her back, him holding her hind legs in the air as he continued to pound her. She could only let out weak moans and pants, far too tired to even move more than weakly turning her head to look around.

If she had the energy to even blush she would as everywhere she looked all her animal friends breeding around her. It was a shocking sight to see and, as bad as it was for it to affect her this way, it turned her on a bit that they were all caught up in it due to her and Naruto.

She could feel him speeding up again, making her look down to her belly as she could feel so much of his cum sloshing around inside her and with how much it was inflated with it to others, and herself, it looked like she was bearing twins.

Her consciousness was quickly fading again as she felt him start to cum again inside her, it was all too much for her. By the time she woke up next she noticed he was no longer breeding her anymore, instead he was lying beside her with his tails wrapped around them. She did notice she had a lot of his cum still in her as well as a bit on her, more so over her teats, marehood, and flank.

With the sun starting to set she was surprised how long they were 'at it'. She did wonder how her animal friends were but at the moment she could barely even lift her head, deciding to use her little energy to turn over to her side so she could face him.

A smile naturally came to her face as she saw Naruto's sleeping face. She knew he was a sweet fox but, like all animals, he got caught up in the passion of mating and she didn't mind it. If she had the energy to blush she would as a part of her admitted she loved how he was.

Her energy though was below zero, even just thinking being too tiring, as she passed out again, this time not from sex but more just from being content in the afterglow.

 **-Later that Night-**

"You really don't have to apologize again Naruto, I told you it was okay" Fluttershy said with a giggle, finding his worry about going too overboard with her to be rather cute of him.

"Still...it was your first time and it should have been...I don't know, gentler?" he said, frowning a bit as he gently laid her down in her bed, his tails tucking her in. He had to carry her home given she was unable to really move after everything, he also had to help wash her off as he did get rather messy with her.

"Its fine...I don't mind it as it was...f-fun" Fluttershy said, stuttering a bit as it was embarrassing to admit.

"Look I should probably stay the night to help you since I did leave you in this state and all. At least let me do that" he told her, trying to get some worry off his conscious before she shook her head.

"You really don't have to as my animal friends can help me. I don't want you to feel like you are in debt or something" she insisted, finding him to be rather cute when he worried like this.

"Fine...but I'm coming here first thing in the morning to check on you, you can't keep me from doing that" he grumbled out, making her giggle again as she nodded.

"Okay, I'll see you then" she said before widening her eyes a bit as he leaned forward and gave her a kiss.

The kiss was sweet, tender, and soft - a stark contrast to everything else and as she kissed him back she struggled to wipe the happy smile off her face.

"Goodnight Fluttershy" Naruto said, smiling as she nodded and giggled a bit in a daze from the kiss.

Though as he turned away he paused a bit as he saw Angel on a shelf next to the door and giving him a serious look on his tiny face. Angel, he learned, always had somewhat of a glare on his face but as the rabbit stood, wearing a tiny smoker jacket with a carrot in his mouth and two girl bunnies cuddled up to him he figured this was the closest he'd get to 'parental warning not to hurt his daughter' he'd get without actually meeting Fluttershy's parents.

They looked at each other for a few silent minutes before Angel gave him a nod, what he figured to be his approval but the 'I'm watching you' hand gesture made it feel like a 'for now' was attached to that approval.

'Fluttershy has the oddest animals around her but, I'm glad they look after her as well I guess' Naruto thought with a chuckle as he left her house and headed home.

 **-Chapter End-**

Well it took a while but it is done! Chapter 3!

Originally it was supposed to be a chapter with Naruto getting with Pinkie as well as Shy but we decided it was best to have this be a solo-focus chapter on Shy only

I liked having Naruto claim Shy, rather literally claim her as in the passion of the moment he got extra animalistic with her but we both agree that Shy is the utter submissive type in bed. It'll lead to some really really kinky moments with him so that will be really fun to look forward to~

Next chapter is Pinkie so you all know that will be wild~!

I still plan to get another chapter of this out before working on who knows what but I will say I am enjoying being able to get around to my alt account stories.

Till the Next Time

Drop a review!

See Ya!


	4. Chapter 4

**Equestria Desire**

 **Chapter 4**

 _ **Contributor: DragonPony022**_

 **-Few Days Later-**

"Naruto~ Your cute little marefriend Fluttershy is here for your lunch date~" Ms. Cake said with a giggle from over the counter, a darkly blushing Fluttershy behind her as her calling it a date - despite that being what it was - still embarrassed her.

It had been a few days since their time in the forest clearing and they've spent more time together. More just talking than anything and they have gone on a few dates, nothing fancy just more spending time together.

It was a bit embarrassing for both of them to label themselves as marefriends, as using pony terms felt better, since neither of them have ever dated anyone. Sure he had experience with mating, with both Ms. Cake and Mayor Mare, but this was entirely different.

"Thanks Cup, we'll be using one of the tables" Naruto said, walking past her before she gave him a kiss on the cheek, a little gesture she gave to make up for the slight teasing before she went back into the kitchen to continue working along with the clones.

Fluttershy merely smiled happily as he walked over towards her, she didn't react oddly to the kiss as he was rather upfront about how he has 'experienced' Mayor Mare and Ms. Cake. He was very thankful she didn't react badly to it, merely saying how someone like him would attract a lot of mares.

He was still trying to understand this society and how open and almost 'free' mares were when it came to sex and mating. He of course had asked Fluttershy how it was when the stallion had a marefriend and apparently it was more or less the same unless the mare was more territorial which definitely wasn't what anyone would describe Fluttershy as.

"How has your day been?" Naruto asked, kissing Fluttershy's cheek as she smiled happily at him.

"It was good, all my animal friends are doing great. How about you? Have you had some relief yet?" she asked, sitting down as one of his tails pulled out a chair for her, her giggling a bit at how they are like extra set of hands for him.

He blushed a bit at her question as since becoming a couple and learning of the other two mares he has been with before her, and after their first time in that forest clearing, she often wanted to make sure he has had some relief throughout the day. Her reasoning was that due to his enhanced drive she said he needed a good deal of release, something she said she couldn't give him alone.

Especially since when she had tried in that forest clearing had passed out not even halfway through it all

"I-I fooled around with Ms. Cake this morning so there's that" he said, still feeling a bit odd about talking to her about it but figured it was just something he'd have to get used to. "But yeah my day has been good glad to be able to spend some time with you" he said, reaching over to stroke her cheek, smiling as she nuzzled against his hand before he started to pet her a bit.

"Here you go you two cuties, some cupcakes on the house" Ms. Cake said with a smile, dropping off a few cupcakes for them before she leaned over towards him. "Tell me if you are going to take her back to your room as I can take the cart out to give you some alone time~" she told him, winking at him as he blushed a bit before Ms. Cake walked off with a giggle, swaying her hips with a wink as she knew he was watching.

"Awww I agree with Ms. Cake, you two are just so cute~" a familiar voice squealed out before Naruto felt Pinkie drop down onto his back...despite only having a ceiling above him with not enough space between him and it to result in that amount of oomph to her drop. "I heard you two got together, does that mean you two, you know~?" Pinkie asked, rubbing his chest with her hoof as she wiggled her eyebrows at Fluttershy a bit, the pegasus' blush being all the answer she needed.

"Wow really!? I didn't think you'd ever rut with somepony but then again Naruto isn't just anypony~" Pinkie said with a giggle as Naruto could feel her pressing her teats against his back on purpose.

"W-Well, h-he was just really sweet and nice and i-it just felt right" Fluttershy stuttered out a bit, still embarrassed to tell others they had been physical together as that was just how she was with things like this.

"So how good was he?" Pinkie asked, leaning over him as he grumbled a bit at her.

"You know I am right here right?" he asked making Pinkie roll her eyes at him.

"Well I can't ask you how you were as your biased silly~" she giggled out before turning back to Fluttershy. "Well? I know it was your first time but with someone like him I bet it was good~ So how was he?" she asked, bouncing excitedly a bit on his back while continuing to press her teats against him, lessening up on them occasionally only to press hard again so he absolutely knew it was intentional.

"H-H-He was r-really good...I passed out from it" Fluttershy answered, her voice becoming a very soft whisper, softer than her normally quiet voice as her face was an intense dark shade of red.

"Really!? You're not joking!?" Pinkie said in a mix of shock and giddyness as she had never heard of a mare passing out from sex, especially since normal sex wasn't much to write home about.

"You, me, talk now!" Pinkie said quickly leaping off his back, grabbing Fluttershy, and running off so fast he swore she left a trail of pink behind her.

"Oh dear, should I go and stop her before Pinkie does something to poor Fluttershy?" Ms. Cake asked from behind the counter as Naruto just sighed.

"No...I think that'd just make things worse given the topic" Naruto said as he wasn't sure if Pinkie knew about him and Ms. Cake or not and if she suddenly learned of it then he felt it'd only make things more of a mess.

"Wow~! So he was that intense with you?" Pinkie asked as after hearing what all Naruto had done to Fluttershy it not only made her drool due to how amazing that sounded and rub her legs together as she was steadily becoming wet from it.

"I-I don't have any reference to other stallions so I guess" Fluttershy muttered, covering her face with her hooves out of embarrassment before Pinkie draped her arm over her.

"Trust me that is intense by far. I've been with a fair number of stallions trying to scratch my itch and none have ever done anything remotely like what Naruto did to you. I will admit Naruto interested me a good bit when he first got here and I've tried hitting on him but he does seem a bit unaware to things but now that he's had a go at you it means I might get a shot. And I swear if he does even a fraction of what he did to you I'll be a happy mare~" Pinkie said, somewhat moaning at the end as she shivered at the mere thought of what might happen if she got him in bed.

"You're interested in Naruto?" Fluttershy asked before Pinkie gave her a 'well duh!' look that made her a bit embarrassed.

"I mean he's really interesting, might not be a stallion but that doesn't matter. He's also a nice guy and a friend. Plus he can change his size and you know more than anyone how fun that is~" Pinkie said, nudging Fluttershy a bit, causing her to blush and bury her face in her hooves even more.

"So do you think I can maybe, you know, go on a date with him and give him a shot or two or three?" Pinkie asked as she gave Fluttershy her best puppy dog eyes as she hugged onto the blushing pegasus.

Fluttershy didn't take long to think it over as she nodded. She knew Pinkie was no stranger to stallions and breeding, often doing it when she could and much more adventurous as her and given Naruto's insane energy it made perfect sense since Pinkie could help give Naruto a lot of relief that she personally could not.

"Really? Oh thank you so much Fluttershy! You are the best~!" Pinkie said as she wrapped her hooves behind her neck and surprised Fluttershy, before she could react, with a kiss.

Fluttershy was only able to widen her eyes in shock before moaning as Pinkie's tongue invaded her mouth. The kiss only continued to grow deeper and deeper before Fluttershy found herself lying back on the bed as she and Pinkie continued to make out.

By the time Pinkie stopped Fluttershy was a panting mess, drool leaking out of the corner of her mouth as she laid on the bed, weak from the intense kiss. She thought all the kissing Naruto did with her would have given her some resistance but it didn't seem that way with Pinkie.

"Oopsie! I meant to just give you a peck but I guess I was really excited, must be because of you telling me all the fun you had with Naruto~" Pinkie Pie said with a giggle as she licked her lips, rather liking the taste of Fluttershy as her friend got up off the bed.

"I-It's okay, I w-was just surprised, thats a-all" Fluttershy stuttered out, a bit wobbly as that make out session had gone to her head a bit given she didn't expect that to happen.

"So when can I go out with him~?" Pinkie asked with an excited look on her face as Fluttershy shook herself a bit, trying to get her head to stop being so fuzzy.

"W-Wait until after my lunch date. I-I'll talk to him about it" Fluttershy said as she got up off the bed, steading herself before Pinkie hugged her again and nearly knocked her over.

"Thank you, thank you, thank you Fluttershy! You are the bestest friend ever!" Pinkie cheered, making Fluttershy chuckle as she gave Pinkie a one legged hug back.

"You're welcome Pinkie, Naruto can be a bit rough and wild but if you ask him to slow down he listens" Fluttershy said as she tried to give her friend advice only for Pinkie to giggle.

"Oh Fluttershy, I never tell any stallions I'm with to slow down as the harder and faster the better~" Pinkie purred out as she licked her lips and bounced out of the room while Fluttershy walked back to Naruto and sat back down.

"You alright Fluttershy? You were in there for a while" Naruto asked her while Fluttershy could feel herself blushing a bit as she remembered Pinkie's kiss.

"I'm fine it's just Pinkie was curious as, you know, I've never been with a stallion before and she wanted to know how it was for me" Fluttershy said, kindly smiling to Naruto as he rose an eyebrow, a bit unsure as he looked her over before nodding and picking up a cupcake to eat.

"Also, umm, she wants to go on a date with you and maybe...rut with you?" Fluttershy said a bit nervously before Naruto started coughing due to the cupcake he was eating going down the wrong pipe.

"Seriously?" Naruto asked, coughing up a bit of cupcake as Fluttershy blushed and covered her face with her hooves. "I know she's straight forward but isn't that a bit much given she is our friend?" Naruto asked as sure Pinkie was the kind of pony to bold but this was totally different.

"Well Pinkie enjoys being with stallions as unlike me she doesn't feel nervous or shy about mating. Plus she is a friend so her asking me beforehand is really nice of her" Fluttershy said with a smile before she looked at him nervously. "B-But if you aren't comfortable with it you don't have to" Fluttershy quickly said, worried about him since she had to remember that he wasn't a pony and not use to how things were done.

"It's not that I'm uncomfortable, just surprised as she is a friend. Are you sure you are okay with me going on a date and...you know?" he asked before Fluttershy giggled with a sweet smile before reaching over the table to put her hoof over his hand.

"Oh Naruto, your worry is very sweet but honestly I really don't mind. If a mare gets close to you and you are interested don't feel conflicted, really. This is a normal thing for ponies and I do hope, since you are living around them, you feel comfortable to do the same as us" Fluttershy said, giving him a comforting smile with a look in her eyes that really showed she was understanding and supporting him as best as she could.

That alone always meant a lot since every since he had showed up here everything was so confusing yet everyone around him did their absolute best to make him feel welcomed and a part of their world.

"Thanks" he told her, giving her hoof a squeeze with a smile. "I'll go on the date as she is a friend and she went through the trouble of asking you. As for the rutting….I'll think about it" he said, blushing a bit as a date was one thing but that was very different. It'd all depend on how it went but knowing his track record he felt by the end of it it would end up that way. Especially with how Pinkie was around him.

"For now I'm going to focus on my date with you since you did come first" he told her, leaning down to kiss her hoof and make her blush before they went back to enjoying their small date.

"Oh is it getting that late?" Fluttershy asked as she noticed the sun was starting to move down from its position above them, showing her it was sometime past noon. "I have to get back as the animals are probably done with lunch" she told him before getting out of her chair.

"Want me to walk you home?" he asked, making her smile but shake her head.

"I'll be fine but thank you, that is very sweet of you" she said, giving him a kiss on the cheek. "Plus you have a date to get ready for" she teased and finding the sight of him blushing instead of her to be cute as well.

"Yeah, I guess I do" he said as he rubbed the back of his head, still unsure how to take this whole 'date' thing will go down given it was Pinkie Pie and she seemed more like the 'get straight down to business' type rather than the dating type.

He will admit he has reacted to her before in the past when he was struggling with accepting his urges so a part of him knew he'd be fine and given he was still having sex with Mayor Mare and Ms. Cup alongside Fluttershy it wasn't so weird.

Personally he figured it was the whole situation of Fluttershy telling him he can have sex with new mare out right like that was odd to him given it was never remotely like this back home.

"Have fun" Fluttershy said with a giggle, waving at him as she hurried off, making him grumble a bit as she was having a bit too much fun teasing him like this.

"Oh don't be so nervous just think of Pinkie like you do with me in a way" Ms. Cake said with a smirk as she walked up to him. "Though unlike me she is a straight forward pony so she doesn't the build up like I enjoy. I've heard her be quite wild with a lot of stallions, most enjoy her once and then stop as they can't quite handle her, you on the other hand I don't think will have that problem" she continued, giving him a wink as she knew better than anyone - given she was the first one to experience him - that he had energy to spare.

"I know but having my gi-I mean, marefriend tell me it's okay to do this is very new to me. I mean sure she still lets me be with you and the Mayor but this is...new" he said with a sigh before Ms. Cake walked over to him and put her leg on his back and started to rub his back a bit.

"It's okay Naruto, adjusting to pony life is quite jarring at times but this is just how we are. Trust me, it's okay sweetie" Ms. Cake said as she kissed his cheek and nuzzled her face against his.

He couldn't help but smile as all his mares, despite it still being jarring to refer to others as his, were incredibly sweet to him. "Thanks Cup, it means a lot" Naruto said as he draped his arm over her before smiling as he pulled her onto his lap and turned her around so she was facing him.

"Oh my~ Are you sure you should be doing this when you have Pinkie to get ready for~? You'll need all your energy for her~" Ms. Cake said with a giggle as she felt his hands pet down her back before she moaned once they inevitably grabbed her flank. She swore a day didn't go by that he didn't play with it, though not that she minded since it made her feel desirable.

"Consider this warming up for it plus you know me, I can't keep my hands off your flank for long~" he whispered in her ear, smirking as she shivered from it while he started to grope and knead her flank in his hands.

He just loved how her flank felt to him, his hands just sinking into it and the amazing jiggle that rippled out when he spanked it. "Plus its doesnt take anything out of me as I could play with your amazing flank in my sleep~" he said as he ran his hands softly over it before he gave it a spank, getting her to moan and bury her face in the crook of his neck.

"S-Stop, what if someone comes into the shop~" Ms. Cake moaned out as he chuckled and softly spread her cheeks.

"Don't worry about it Cup, I'm sure they'll just happily watch" he teased her as he used his thumbs to spread her asshole, making her inhale sharply before he let go of her flank. He smiled as she looked up to him confused before he put a finger against her lips, getting her to open up and suck on his finger a bit as she knew what he wanted and she also wanted it a bit after getting her flank teased.

Once his finger was nice and wet he moved it back to her flank, now using his tails to spread her cheeks as he prodded her asshole with his wettened finger. He didn't tease it for long before he pushed his finger into her, smiling as her asshole immediately tightened around it while she started to moan into his neck to try and muffle them.

"You like to tell me no but your flankhole always squeezes me like crazy and you get so damn wet~" he told her, slowly starting to pump his finger in her ass before he noticed her starting to grind herself against him.

"W-We c-can't~ Really Naruto" Ms. Cake moaned out, panting softly as she looked him in the eyes, making him stop a bit as she smiled at him. "Focus on Pinkie and if you're good...I'll visit the two of you for some extra fun~" she said, leaning in to kiss him deeply and moaning into the kiss softly as he pulled his finger out of her flank.

"If you don't I'll have a clone pull you into the room" he softly growled out once they broke the kiss, making her giggle as she put a hoof on his chest.

"Oh my, seems like I don't have a choice in the matter. It's been a while since I've rutted with another mare in the room and I do admit with Pinkie Pie I know it'll be fun so be sure to save some energy for me" Ms. Cake giggled as she got off his lap and started to walk away, making sure to sway her hips since she knew how much he loved it when she did.

He couldn't hold in his growl as she walked off, hating when she teased him like this, only to hear a familiar giggle before feeling a weight on his back with a pair of pink pony arms around his neck.

"Why hello there Mister~ Looking for little ole me?" Pinkie giggled out as she rested her head on my shoulder. "The second I saw Fluttershy heading home I rushed over. She did tell you what I asked for, right?" she asked, smiling at him while he swore her pupils were shaped like hearts.

"Yeah, she told me you wanted a date, right?" Naruto told her, trying to keep calm after being urged on like that before Pinkie giggled again and hugged him tighter, pressing herself up against him.

"Oh silly Naruto, a date is something I could consider down the line if you can handle me since no stallion has. Although you're no stallion~" Pinkie said, whispering the last bit as she pressed her teats against him more.

"Are you sure?" Naruto asked, figuring this would have been the outcome with Pinkie but given him 'getting warmed up' with Cup and everything he felt as if he was moments away from jumping on her here and now.

"Incredibly sure mister~ I'm ready for some fun" Pinkie said before she leapt off him, looking over her shoulder as she lifted her tail up to expose her wet marehood as she sauntered off to her room with the silent invitation for him to follow.

He didn't need anything else as he followed after her, opening her door to see her waiting for him, lying on her bed with her flank in the air slowly waving back and forth with her tail still straight up to reveal everything to him.

Her marehood was a darker pink than the rest of her fur with a puffy nub at the bottom of it as it was soaking wet and dripping with her plump rear jiggling a bit as she bounced slightly. This also helped show off her teats which, like he had figured before, were just barely smaller than Fluttershy's and pink like the rest of her with darker pink hardened nipples.

"Well~? I want to see how you play around~" Pinkie purred out, looking behind her with a happy smile as she continued to bounce a bit with her hind legs, making her plump flank jiggle.

Wasting no time he quickly moved over to her, grabbing her flank and ran his hands over it to get a feel for it. It felt much different from Cup's as it wasn't as plump as hers but more plump than both Fluttershy's and Mayor's. One sight of the pink mare's puffy asshole, something she shared with Cup, and dripping wet marehood made him quick to shove his face into it, lapping it up with his tongue to get a taste for it and show her how he was different from stallions.

Her moans from the second he started licking spurred him on to keep going, instantly finding the taste of her to be much, much sweeter than any of the other mares he had tasted although not a level where he felt it'd be sickeningly sweet. To him it was a kind of sweetness he couldn't see himself growing tired of and actually made him want more and more.

"O-Oh wow~! This is very new and fun~!" Pinkie moaned as she excitedly giggled out, biting her lip before she pressed herself back against him to make him lick her more. "I-Is this what you've done with Fluttershy?" she moaned out as Naruto smiled behind her.

Fluttershy, Mayor Mare, and Ms. Cake. I've done this and a lot more so you just enjoy yourself cause I can assure you I'm the only one that does stuff like this" Naruto told her, flicking her clit with his tongue, making her moan and quiver with a happy and excited giggle.

"Y-Yay~! I'm so excited~!" Pinkie giggled out, letting out a loud moan once Naruto started to lick her again, this time with his tongue entering her marehood.

Pinkie's excitedness from his actions only made him want to do more and more to her as he continued to eat her out, licking her insides as he squeezed her clit between two of his fingers with his free hand groping one of her teats.

"Faust! Y-You are so different from other stallions and I sooooo am loving it~" Pinkie giggled out, moaning more and more as she felt his tongue explore her insides paired with what his hands were doing to her flank and tears. "P-Please, please keep going~! Faust this feels amazing~!" she moaned out loudly, drooling a bit as she bites her lips while her legs started to quiver a bit.

Naruto only sped up his actions at Pinkie's words, finding her passionate moans and words turning him on, his dick hardening between his legs. He though wanted first to make Pinkie cum, her marehood growing more and more wet as he continued to eat her out.

"O-Oh w-wow~! I-I'm cumming, o-oh gosh I've never actually came with a stallion before~!" Pinkie moaned out, throwing her head back with a loud almost scream of a moan before she started to cum, her marehood squirting as her breathing became shaky.

Her orgasm, or more importantly her squirting, was much more than how the other mares ever did. He smiled as he licked her juices off his face as best as he could before he felt her lips mash against his while she kissed him.

"That...was...amazing~!" Pinkie Pie panted out after breaking the kiss, licking the taste of herself off her lips and licking his face a bit to help clean him up. "If you can do that with just your tongue Faust I want to see what you can do with this~" she purred out, putting her hoof gently on his hardened member and slowly rubbing it, biting her lip as she saw the size and shape of it.

"How about I teach you something else fun first~? Lay down on your belly and hang your head over the side of the bed" he told her cupping her cheek as he ran his thumb over her lip as she softly bit it.

"Something fun~? You don't have to tell this pony twice, I'm all for fun~" she said, giggling excitedly as she did what he told her to, him getting off the bed as she was now at the level of his dick. The sight of it made her drool and as she took a big inhale the mere smell of it made her quiver.

"You don't have a gag reflex, do you?" he asked her as he ran his hand through her hair, smiling as she shook her head.

"Nope, how else am I going to eat so many cupcakes without breaks?" she told him a bit unsure where he was going with this before he smiled, seemingly happy with her answer.

"Good, then open your mouth" he told her, getting her to do so with a raised eyebrow before he surprised her by thrusting every inch of his dick into her mouth. "This is called a blowjob, although it's more me face fucking you, two of the many things you ponies seem to be missing out on. Just suck and lick on it while it's in your mouth and you'll get some of my cum to taste" he told her, his hand still on her head before he started to thrust into her mouth at a steady pace.

Pinkie was quick to get the hang of things, sucking and using her tongue pretty amazingly as he continued to thrust into her mouth. She was surprised by just how great his dick tasted to her as it filled her mouth and how amazing it felt to have her mouth and throat filled by his dick. She couldn't help but moan as it felt better than she expected it to.

"Are you enjoying it Pinkie? Do you like my cock thrusting down your throat~?" he growled out, thrusting faster in her mouth, grabbing her hair for better leverage before he reached over to slap her flank which only caused Pinkie to moan and giggle with his cock in her mouth.

"E wuv et~! Doe et mow pweei pweabs~" Pinkie tried to talk despite her mouth completely filled with his cock, the vibrations of her talking only making it feel more amazing for him which made him growl and pick up more speed.

"God Pinkie, talking with a mouth full of cock~. Such a naughty little mare! But with you I shouldn't expect anything different~" Naruto panted out, spanking her plump flank again, loving the ripple of it as the intense feeling of the vibrations from her talking really having spurred him on. "Seems you are a natural cock sucker aren't you~?" he asked her as he pet her head while thrusting into her mouth, getting her to look up at him with as best a smile she could form with a cock in her mouth.

"Wub cab e shay? E wuv cwak~" Pinkie moaned out, squealing a bit as he sped up even more and kept spanking her flank, that being another new thing for her that she honestly really found herself liking.

"Then let's see how much you love the taste of my cum! Do your best to swallow it all~!" he growled out as the vibrations from her moans, giggles, and talking with his cock in her mouth was seriously sending him over the edge.

As he pulled back a bit, to ensure she was able to taste it, he couldn't hold himself back any longer and quickly started to cum in her mouth.

Pinkie seemed to understand what to do instantly, quick to swallow once the amount of cum in her mouth was getting too much for her to hold in her mouth and did her best to keep up and not spill a drop. She even continued to bob her head on his dick and lick all around the part in her mouth, trying to coax more and more cum out of him which only made him struggle not to continue fucking her face.

"God Pinkie, you really know how to milk me. Shouldn't your stomach be full with how much you swallowed?" he panted out, pulling his cock out of her mouth and looking down at her as she sat up with her mouth full of his cum. He watched as she swished his cum around in her mouth before she moaned and swallowed it all in one big gulp.

"Oh Faust that tastes delicious~! I've never actually tasted cum but it tastes amazing~! I want more, I can sooooo drink more~ Pretty please can I have more~!" Pinkie begged, her pupils once again becoming hearts as she opened her mouth and panted a bit.

"I'm glad to see you like it, I'll definitely have to give you more later but don't you want to get to the main event and see how different I fuck compared to other stallions?" Naruto asked with smirk, cupping her cheek as he was really turned on by how into it she was and while he would love to indulge her he also wanted to fuck her and show her how wild things could really be.

Pinkie bit her lip as she seemingly at odds with herself as while she did want to suck his cock more she also really wanted to have him fuck her. "You're right, I can suck your cock more later for sure as right now I want the real deal~" Pinkie said with a giggle as he pet her head.

"Good, then lay down on your back" Naruto told her, his tone being somewhat commanding which only seemed to excite her more as she quickly flopped back onto her back, her hind legs spread wide open as she giggled and held her forelegs close to her. He could see just how excited she was by how she was still seeping juices from her marehood with her clit being hard at the top of her marehood.

"This is also very different from other stallions, they normally just hump me from behind and are surprised when I start to move under them for round two" Pinkie told him, smiling up to him before she couldn't help but let out a happy and excited giggle. "I'm super excited to see how different your rutting is as well so don't hold anything back big boy~" Pinkie purred out wiggling a bit with a big smile before he grabbed her hind legs which caused her to happily squeal.

"Everything I do is different than ponies Pinkie and just like with sucking my cock you will definitely love this~" he growled out before he slammed his dick into her down to the base, the quick and sudden filling of her pussy with his dick caused Pinkie to let out a loud moan that turned into a giggle at the end.

"Oh wowie~! You got right to the end~" Pinkie giggled out, panting softly as this position made Naruto's dick touch spots and hit at angles she hadn't felt another stallion's go to. "I can feel the tip kissing my womb~ If I wiggle it almost pokes into it~" she moaned out, wiggling and trying to scoot down more as she could feel it hitting her deepest spots and she absolutely loved it.

"Oh don't worry, I'll be hitting that spot a lot" Naruto whispered into her ear as he leaned down before kissing her deeply and started to thrust into her, going hard from the start with a nice speed.

Pinkie couldn't hold in her moan as they kissed, absolutely on cloud nine as he started to thrust into her. The feeling of his cock repeatedly hitting the entrance of her womb each time he thrusted into her sent a powerful jolt up her spine to where she swore she was having mini-orgasms each time. "W-Wow~! Y-Your dick just feels so different from other stallions~ I like how different it feels~" she giggled, gasping as she felt it grow a bit bigger and thicker inside her, watching as Naruto grew in size a bit.

"How do you like that? I can just keep growing to stuff your cute pink little pussy to the brim~ I won't go too big but now I can do this~!" he growled out as he thrusted hard into her, his cock shoving into her womb and slamming against the end of it, causing Pinkie's eyes to go wide as she opened her mouth to moan but only a gasp came out as if she had the wind knocked out of her.

"O-O-Oh Faust~!" Pinkie said, her voice quivering as she giggled. "Your cock is going to ruin me for other stallions and I love it~!" she moaned out loudly as Naruto took that as the sign to start thrusting harder and faster in her.

"With a pussy like yours I'm glad I'll ruin you so it'll be all mine to fuck whenever I want~!" Naruto growled out as from the second he had first thrusted into her he was amazed at just how tight and unbelievably wet Pinkie's marehood was and just how it seemed to squeeze around him in ways as if it was wiggling around him.

"T-Trying to monopolize me you stud~ You'll have to show me how much energy you really have before you can do th-AT~!" Pinkie started to say with a giggle before it turned to an incredibly loud moan as he suddenly started to thrust even harder and faster into her. The new passion was enough to make her bed shake and creak to where she felt it'd break any moment but honestly she didn't care as the way his cock was hammering her womb she was amazed she could even think.

"I'll show you just how much energy I have Pinkie! Fluttershy kept passing out when I was fucking her and I'm going to try and do the same to you~!" he growled out harsher than before, his animalistic side coming out more as he kept thrusting harder and harder as he continued to pick up speed.

"H-Holy F-Faust~! Y-You really want to ruin me don't you mister~" Pinkie panted out, drooling more as she was reaching the point of where each mini-orgasm she was having each time he hit the back of her womb was increasing and building up to an even bigger one.

"I can feel your pussy squeezing me harder and harder, I know you are about to cum" he whispered into her ear, nibbling it softly as he kept thrusting into her. "I want you to cum all over my cock, it'll only make me go harder at you. I want to make you cum before I do so I can keep fucking you while you squirt" he told her, continuing his pace as he trailed one hand down her body, softly running it over her teats before he squeezed her hardened clit between two of his fingers.

This was the last, yet powerful, push that made Pinkie burst into her second orgasm with this one being even more powerful than the last. She was unable to keep her legs from spasming uncontrollably as her back arched backwards with her tongue hanging out of her mouth limply.

She could literally only moan loudly as she came, her marehood squirting as he just continued to thrust into her, not slowing down at all which only made her orgasm seemingly never end. A moaning laugh was all she could really do as she came, feeling his cock continue to hammer her before she started to feel it twitch a bit inside her. "A-Are you about to cum~?" she asked, her voice a bit shaky as she was still cumming a bit.

"Yeah, I'm about to flood your womb and marehood with my cum~! I can't hold back as your pussy is squeezing me so damn tight as you cum!" he panted out, still hunched over her before she turned her head to kiss him.

"Fill me up, mark me as yours you stud~!" Pinkie moaned out before she continued to kiss him passionately. She couldn't help but moan into the kiss more as his tongue entered her mouth and he was going even harder at her. She felt him a last few thrusts before he gave one last hard thrust, slamming into the end of her womb and bottoming out in her before she felt something swell inside her just before she felt him cum inside her.

She shivered, letting out a soft moan as she felt the first rope of cum shoot inside of her with the intense heat of it making her shiver. She was amazed by the amount she could feel him filling her with which surprised her a bit given how much he had cum in her mouth, as she could still feel it sloshing around in her stomach. She also found herself utterly loving the knot she could feel plugging up her marehood and keeping any cum from leaking out of her.

Naruto continued to give the occasional thrust as he came, watching as her belly grew even more from the mix of cum in her stomach and in her marehood. "You still with me Pinkie?" he asked, stroking her cheek and making her giggle as he was able to pull out once his knot went away.

"A-A bit, y-you really got me good~" Pinkie giggled out in a bit of a daze as she could feel the cum leaking out of her marehood, loving the sensation of it. "You can still go again right~?" she asked as she rolled over to her side, allowing her to look and watch the cum leak out of her.

"Of course he can darling, Naruto here goes for at least four rounds" Ms. Cake said, making Naruto turn to see her smiling at them from the doorway. "You guys sounded like you were having fun so, think there is room for this old mare on the bed~?" Ms. Cake asked as she sauntered over to them, Pinkie immediately sitting up and vigorously nodding her head.

"Yes, yes, a million times yes~!" Pinkie said, smiling excitedly as Ms. Cake giggled and went over to kiss Naruto. "I've wanted a go with you Ms. Cake for so long~" she added, giggling like an excited child as Ms. Cake laughed a bit as well.

"Trust me, I know Pinkie as you stare at my flank nearly as much as Naruto does" Ms. Cake said before she leaned forward to give Pinkie a kiss as well which, with Pinkie, quickly turned into a make out session.

The sight of the two mares making out quickly made his dick grow even harder than it was, something he didn't know was possible but then again with a sight as hot as this it didn't surprise him too much.

"Oh, someone seems to be enjoying the sight" Ms. Cake said, rubbing his dick with her hind leg as she looked back at him. "Here Pinkie, how about we give him a good time~? Naruto has shown me a few tricks but first he needs to sit on the bed" Ms. Cake said as Pinkie looked excited to play around more before a sexy look from Ms. Cake got him to quickly sit on the bed, his back against the headboard.

"Good boy, now just let your mares take care of this~" Ms. Cake purred out before she and Pinkie started to trail slow licks from the base of his dick up to the tip, each one alternating who gave the tip a quick suck before returning to lick.

The licks started out simple, just from bottom to top, before the started to lick all over and around his shaft and alternated who was sucking at the top for a few seconds while the other was licking. Pinkie, while new, was very adept at figuring out what to do while Ms. Cake was more more skilled given he had gotten her to do this a few times and taught her a bit.

"You enjoying yourself big boy~? You having a good time while two mares suck and lick your cock~?" Ms. Cake asked as she looked up at him while Pinkie enthusiastically sucked on his tip.

"I love this, its amazing Cup" he told her, petting both their heads as Pinkie giggled with his cock in her mouth as Ms. Cake nuzzled against his hand before giving the shaft of his cock a soft kiss.

"I'm glad you are enjoying yourself but we are only starting now Pinkie sit on his lap facing me like a good girl while Naruto holds you" Ms. Cake told her, making Pinkie sit up, his cock leaving her mouth with a loud pop as the pink pony gave a salute

As she sat on his lap, her back against his chest with his arms around her waist, he got a sense of where this was going as Ms. Cake stayed down there and kept his cock up where it was now between Pinkie's teats.

"What are you doing?" Naruto asked, panting a bit as Ms. Cake was smiling up at him with a mischievous look in her eyes.

"Oh you'll see" Ms. Cake said before looking to Pinkie. "Now sweetie keep your legs together so his cock between your teats" she told Pinkie, the mare listening and doing as Ms. Cake told her, now making it where his cock was enveloped between Pinkie's teats, emulating how a human would have given a titjob.

"Now be a good boy and pump Pinkie up and down, you mentioned this before but now it's easily possible to give you a teatjob while I suck you off~" Ms. Cake giggled as Naruto blushed before Ms. Cake swallowed a bit of his cock that poked out from the top of Pinkie's teats.

He was surprised Ms. Cake was able to think of a way to emulate this and he quickly wasted no time in moving Pinkie up and down as her teats squeezed and stroked his cock, their softness making him moan as Ms. Cake's sucking on his tip only made it feel even better.

"You feeling good~? Your cock between my teats feels odd but really nice, especially since you are grinding my marehood against it as well~" Pinkie moaned out a bit as he continued to move her up and down with his hands around her waist.

"You and Ms. Cake's teats are almost as big as Fluttershy's and they both feel so nice and soft. I never thought to do this before~" he panted out, Ms. Cake's tongue working harder on the tip of his dick while Pinkie squeezed her legs together tighter to make her teats press against him even more. "But at the same times it's a lot for me and I'm getting really close really fast" he groaned out as Ms. Cake took that as the sign to speed up her tongue and start bobbing her head before Pinkie started to bounce on his lap on her own.

He was surprised at how quick he reached his limits before he began to cum, Ms. Cake pulling her head back just as he started to cum, making it shoot up into the air before it fell back down onto both her and Pinkie.

"Wow~! You let out a whole lot!" Pinkie said, giggling as she found herself liking the feeling of his cum all over her as it felt nice and warm while she could smell it and the mere smell made her marehood dampen.

"He always cums a whole lot where even after a fifth load it's still a lot and always thick~" Ms. Cake said with a smile as she licked some cum off of Pinkie's teat, enjoying the sound of Pinkie's moans from it.

Both Pinkie and Naruto watched as Ms. Cake licked the cum off of Pinkie's body before she stopped in front of Pinkie and opened her mouth, showing all the cum she had licked up which quickly got Pinkie to dive in for a kiss again.

Naruto's dick twitched as he watched them french kiss, undeniably swapping the cum back and forth before they pulled away and both swallowed and Ms. Cake let Pinkie lick the cum that was on her face.

"See Pinkie? Always hard and ready for another round" Ms. Cake said, looking down as they both saw Naruto's dick was hard and ready again. "Though I'll have to remember him liking to see us kiss, it's nice to have something to tease him with for once" she added giggling as she helped Pinkie get down from his lap.

"So what now~? Is he going to fuck us one at a time~?" Pinkie asked as she was beyond ready for the next round, her marehood sopping wet as she especially wanted more right after tasting more of his cum and grinding against his dick during the 'teatjob'.

"I have an idea so listen closely" Ms. Cake said, whispering into Pinkie's ear before the pink pony giggled happily and nodded.

Naruto could only watch as Ms. Cake laid down and Pinkie got on top of her and basically laid down on top of her, allowing him to see the amazing sight of their teats pressed up against each other with their marehoods right above one another.

"Well big boy~ Are you just going to look or are you going to enjoy us primed and ready for you~?" Ms. Cake asked with a smile as she turned her head to the side to allow herself to look at him.

This snapped himself out of his daze from the amazing sight and nod, putting his hands on Pinkie's flank before he thrust himself into her. Though, unlike last time of him just plowing into her he alternated between the two where when he pulled out he'd move down - or up - to the other one and thrusted into them.

The sounds of the two mare's moans made him go faster and harder into each of them once he got a rhythm established. With each time he alternated he was also easily able to really appreciate the difference in the two marehoods in front of him and really enjoy them. Plus he got to see Pinkie's flank ripple with each time he slammed into her and it was nearly as good as how Ms. Cake's looked when he pounded her.

"G-God, I love that y-you are being even harder than you were earlier Naruto~!" Pinkie moaned out as she threw her head back with a quivering moan as she felt him slam into her womb again.

"I-Its because he has two mares to please and we did get h-him really riled up~" Ms. Cake moaned out, drooling a bit from how he was fucking her as this was also more than how he normally was which alone was a lot to begin with.

"We should d-do this more often as its r-really a-amazing~!" Pinkie squealed out, moaning loud as he gave a flank a hard slap that made it ripple and made her pussy tighten around his cock even more.

"I-I agree a-as its fun for all of us~" Ms. Cake said, leaning up to kiss Pinkie again, something the pink pony loved as she got into the kiss before they had to seperate after a bit as Naruto was going even harder and faster with his thrusts. "G-God he's going to break the bed" she added with a giggle as Pinkie nodded.

"And us as I-I'm bout to cum again~!" she moaned out as she bit her lip and felt herself getting closer and closer with each thrust.

"I-I am as well b-but I think he is as well" Ms. Cake said as she had felt his dick twitch a bit with each thrust he did into her. "J-Just a bit more sweetie~" she moaned out, reaching up to hug Pinkie as he sped up even more.

"W-We're cumming~!" they moaned out together, their limits being quickly reached, both starting to squirt all over him and each other before they felt him pull out and start to cum all over their flanks and marehoods.

After what felt like minutes of their own orgasm and Naruto's ropes of cum landing on them, they felt themselves calm down a bit, Pinkie rolling off Ms. Cake before the older mare widened her eyes as she felt Naruto spread her legs.

"S-Sweetie? C-Can you give me a few seco-NDS~!" moaned out loudly as Naruto thrusted into her.

"Sorry but I'm not ready for breaks, you two are too much for me to not enjoy for every second I can until you two pass out~" Naruto growled out, Ms. Cake seeing the animal heat in his eyes which make her bite her lip at as she knew this was her fault.

Both Pinkie and Ms. Cake lost count of the rounds and amount of times they all came which, by the end of it, ended with them both happily cuddling up to his chest on either side of him and his arms draped over them both.

"Who knew the two of you would be such a deadly and amazing combo~" he panted out, rubbing both of their flanks, making both Ms. Cake and Pinkie giggle at and nuzzle against his chest more

"With age comes experience honey and my experience with you made me think of so much new stuff we can do. That and I've had experience fooling around mares before as college is a fun time for mares~" Ms. Cake said with a giggle and a soft smile. "What about you Pinkie, did you enjoy yourself?" she asked before Pinkie excitedly nodded.

"I loved it~! This is the most fun I've ever had rutting! Naruto is so much different than any stallion~" Pinkie said, rubbing his chest as she smiled up at him.

"Oh this isn't even everything he can do. Wait until he shows you what he can do with your flank~ But that can wait as I believe before any more fun is had we need to fix this bed" Ms. Cake said with a frown as she wasn't sure when but during their fun they had somehow broken all four of the bed's legs due to how rough he was.

But then again she wasn't complaining.

"Okay but the second it's fixed you have to show me~! Hell we can always go to your bed! Or Fluttershy's!" Pinkie said, her pupils turning to hearts again as Ms. Cake sighed with a roll of her eyes and a giggle.

"We'll figure it out, for now let's just relax as we are all beyond tired" Naruto said with a dry chuckle and a smile as he did feel a bit tired from playing around with the two mares. Though, at the same time, he knew he needed other ways to use his energy other than sex despite enjoying himself.

'Maybe I should look into working at Applejack's farm again, that could work a bit better' he thought, deciding to look into in in the morning since it was late and he was happily tired from the eventful day he has had.

Though, every day here was eventful in some way.

 **-Chapter End-**

Woo! Next chapter already posted! Meant to do it sooner but life has a way of constantly getting in my way

So this chapter was more a focus on Pinkie Pie as well as a bit of world building in terms of how mares are when a stallion has a marefriend. I felt it was needed as in this much more adult version of Equestria you need to be reminded this isn't the version you see in the show.

Also I included a threesome with her and Ms. Cake as I honestly could not help myself as they both have amazing flanks~

I left a hint at the end of the focus of next chapter so you all have that to look forward to also with the help of someone I've been talking with I have gotten so many ideas for future chapters of this story (as well as other stories of mine) so I'm pumped!

I hope really hope you all liked it as it was really fun to write the threesome

Till the Next Time

Drop a review!

See Ya!


	5. Chapter 5

**Equestria Desire**

 **Chapter 5**

"So, does this mean that the 'no fooling around during work hours' rule is dead?" Naruto asked, gritting his teeth as he watched Pinkie Pie lick his cum off of Cup's flank before she went up to kiss Cup and the two proceeding to swap it between their mouths.

It had been like this for the last few days since he first got with Pinkie where now when there were no customers around one of the mares would fool around with him or have him take them into the backroom with a clone left behind for a quick bit of fun.

He wasn't complaining but it did help to cement his choice to work more in person at Applejack's while having clones help out at Sugarcube Corner. Pinkie and Cup didn't seem to mind as he told them he personally needed to work out more in a way other than sex and he wasn't over there every day.

"Well can you blame us? You've really got us addicted to fooling around with you, you have to take responsibility mister~" Pinkie giggled out, smiling up to him as she gave Cup's flank a kiss and one last lick while visibly struggling not to dive into Cup's glistening marehood that he had just finished in.

"We aren't that bad sweetie and its almost closing time so no one is going to show up" Cup said with a pout while Naruto could only give her a flat look.

"Says the mare that has given me a blowjob while I was talking to customers at the counter before" he told her as she had the decency to blush and look away while Pinkie let out a happy gasp.

"You did that too!? Isn't it fun to see him struggle a bit to keep a calm look" Pinkie giggled out as she rubbed her cheek against Cup's flank with a happy smile from the fact they had messed with him the exact same way.

"W-Whatever, it doesn't matter we need to close up and you need to be off to bed early today as don't you need to be heading over to Applejack's farm before dawn?" Cup said quickly, trying to change the topic off of her and her growing libido and inability to keep her hooves off him.

"Don't worry AJ said its fine if I'm not there right at the start as she doesn't expect me to be like her and Big Mac" Naruto told her before she moaned as Pinkie seemingly lost out against her battle of wills for resisting to eat Cup out.

"Though I don't know how much of a rest I'll get with you two…not that I mind. I just hope my clones can handle it" he told them before Pinkie pulled away from Cup's flank and whined.

"I don't like messing around with clones, it feels weird. We all prefer the real thing so expect a lot of fun when you get back or try and put us into a coma tonight~" Pinkie said with a giggle before she hooked one leg around his arm and another around Cup's leg and started to drag them off towards the bedroom, leaving a clone to close up.

Naruto could only chuckle a bit as while he did like that all the mares he was with didn't fool around with his clones in the end it just meant he'd really have to divide his focus. From his 'update meetings' with Mayor Mare to his dates with Fluttershy alongside both Pinkie and Cup, he felt he was doing a pretty good job so far and found it wasn't that exhausting or difficult. He always has had too much energy than he knew what to do with and his training as a shinobi made him able to focus on multiple things at once in battle so this was fine for him.

"I always expect a lot with you all even if I'm just away for half a day" he teased them, smirking as Cup blushed while Pinkie giggled happily and nodded excitedly as she wasn't going to deny it. "Though, I'm definitely not complaining~" he added, rubbing Cup and Pinkie's flanks, making Cup and Pinkie giggle bit with Pinkie pressing her flank against his hand more.

"Of course you aren't no sane stallion would complain about being surrounded by mares who want to mate~" Cup said with a smirk, looking up at him as they made their way back to his bedroom.

Naruto knew he was in for a lot as both Mares laid down on his bed before looking his way, a look in their eyes that screamed 'fuck us' as they spread their legs for him. "I take it you don't need to be told~?" Cup asked as Naruto nodded and got on his bed, making Pinkie squeal as he pounced on the both of them.

 **-Next Morning-**

Naruto couldn't hold in a yawn as he launched a strong palm thrust against the tree, causing apples to rain down from it and into various buckets he had lying under it and his tails scooping up whichever ones didn't land in one.

"Sorry for asking ya to come out here so early but we just really need the extra help" Applejack said to him, walking up with Big Mac as she and Naruto started to put the buckets of apples on the back of the cart that Big Mac was pulling around.

"Don't worry about it AJ, I'm always happy to help you guys out. It's just I haven't had to wake up early in a long time so I'm getting used to it, it's actually good for me plus this job is very physical so it's nice to stretch so to speak" he told her with a chuckle as he rolled his shoulders a bit.

"Well I-we, I meant we, are always happy to have a strong farm hand like you around" Applejack said, stuttering a bit before she cleared her throat and corrected herself. "It helps out a lot especially with your copies but remember, keep the number low. We can't be getting lazy" she added with a chuckle as she bumped her hip against him teasingly.

"Got it, wouldn't want you to become some city slicker" he teased back, using some lingo he learned from her which got a smirk out of her while he looked around a bit. "By the way where is Apple Bloom? Normally that girl is at my heels" he said with a chuckle as the little filly was a sweet girl, helping out however she could and laying on his back to relax.

He really didn't mind her since she reminded him of Konohamaru in a way.

"She has school so we are letting her sleep in, just cause we are up at the crack of dawn doesn't mean a growing filly has to. She should be waking up soon hopefully or else she'll be late" Applejack said before the sound of the door to her house being slammed open rung out.

"I'm gonna be late!" Apple Bloom yelled as they watched the young red headed cream colored coated filly bolt out the house and past them. Naruto rose an eyebrow as she seemingly skidded to a stop, spinning out a bit before her rear bumped against a tree to stop her from continuing while an apple landing on her head.

"Naruto!? You're here!? Why didn't you all wake me if he was working early today!?" Apple Bloom whined as she ran towards them, giving her sister a glare while Applejack merely smirked down at her.

"Oh so all we have to do for you to get up early, or on time, is to mention Naruto. I'll remember that for later for sure little sis~" she said, noticing Apple Bloom's glare disappeared and was replaced with a blush before Naruto picked the apple off her head.

"Sorry Bloom, we can hang out after school plus sleep is good for growing fillies. Trust me I was small when I was young, it's not fun so take what sleep you can get. Plus it isn't like I'm going anywhere" he told her, putting the apple in her saddle bag while getting Bloom to shake her head a bit before she frowned at him. "We can hang out after school, okay?" he suggested, petting her head a bit before her eyes grew wide and she bolted.

"F-Fine but you better not be gone when I get back!" Apple Bloom said before she quickly ran back off towards school again.

"Well, nice to see her so full of energy first thing in the morning but I wonder why she's like that" Applejack said in a flat tone, making Naruto look at her a bit confused.

"What is that supposed to mean? Isn't it good if she's like this rather than lazy?" Naruto asked before Applejack turned away and shook her head, missing the knowing smirk on her face.

"Ah don't worry about, it doesn't mean anything…yet" Applejack said, smirking a bit more as she looked over to see Big Mac also was smirking as they both knew what was going on.

Naruto grumbled a bit as they left, not annoyed just perturbed at the confusion that still happened when it came to ponies at times. 'I guess I'll figure out in time…like I always do' he thought with a sigh before he went back to work, finding another three and the using the countless buckets he was holding on his tails to collect the apples.

This kind of work did him good as it was something he could do without thinking much and it did serve as a pretty good work out. It was definitely what he had been needing to help get some extra energy out and keep his mind calm.

It wasn't that he was complaining about him having sex but it was more he needed breaks from it occasionally. He was mainly worried about letting into his desire too much and it possibly messing with him.

This new body of his was much more animalistic in many ways so he felt he had to work to keep his humanity. At least until he got a complete hang of things and didn't react to the smell of mares nearly as much as he did right now.

"Okay Naruto, lunch break!" Applejack yelled out, surprising him a bit as it showed just how much on autopilot he was. "You're seriously amazing out there Naruto, keep this up and we'll be able to finish early today" she told him as he walked into her house as Granny Smith had insisted he eat with them ever since he told them he'd personally be working here again.

"Thanks for feeding me again" Naruto said as he sat down at the table while Granny Smith waved him off as she, with the help of Big Mac and Applejack, set down various apple dishes for them to eat.

"Don't fret dearie, you help out so much you're practically family. Only way you can get more like family is if you get with one of my granddaughters, though can't say I'd mind that" she said, chuckling a bit as Applejack quickly sat down next to him laughing nervously with her cheeks heated up with a blush.

"Oh Granny! Such a kidder! Here Naruto, eat some apple scones!" Applejack said quickly, patting him hard on the back before sliding a place of scones over to him.

Naruto couldn't help but chuckle a bit while also feeling a bit embarrassed as back when he was still struggling to handle everything, before he got with Cup, he did react to Applejack a good bit.

"From what I've heard through the whispers in town though he has a few mares of his own" Granny Smith went on as she dunked one of her cookies in her tea.

"What!? You've gotten with mares, as in multiple?!" Applejack asked in shock as she stared at him with wide eyes and a darker blush on her cheeks. It wasn't as if she was shocked that he had gotten with mares like he was unattractive but more shocked that gotten with them already.

She personally figured it was going to happen eventually with a creature like him as even despite her confidence just being around him almost made her want to lower herself and present to him. She was able to stay strong and keep from doing that due to how he was always so light hearted and calm around her and others.

"Let's see who were they…oh that's right! Mayor Mare, Ms. Cake, Fluttershy, and Pinkie Pie. I hear he is so sweet to all of them, as a stallion should be with their mares" Granny Smith added with a smile, praising him while Naruto found himself unable to look up from the plate of scones.

It wasn't that he was ashamed but more embarrassed about talking about in the open about this despite ponies apparently being rather up front about things like this.

"Pinkie AND Fluttershy? I mean I knew about Fluttershy since she told us and I should have expected Pinkie but color me surprised at the others for sure" Applejack said, looking at Naruto while he looked away and scratched under his chin a bit.

"Well, things just…tend to happen with me a bit it seems" he said with a bit of a chuckle while Granny laughed sweetly again.

"I hear you are new to living around ponies but mares, both young and mature will be drawn towards stallions who have a strong feel to them so you better get used to it sonny!" she told him, making him sigh a bit as he had heard stuff like this a bit from Mayor Mare and Cup.

"Okay Granny, that's enough let's just eat lunch so we can get back to work" Applejack said making Granny smirk a bit but nod.

After that lunch thankfully was normal before they went back into the orchard to finish the collecting the remaining apples needed.

"So, um, not to be rude or anything but if mares are attracted to strong stallions what about Big Mac?" Naruto asked as he accepted a few empty buckets back from Applejack while Big Mac carried the cart full of buckets away to unload.

"He's a nice and strong stallion but his back is hurt. Doctors say he has to be careful about pushing it and even without it Big Mac is a simple and kind country colt who just wants to settle down with one mare. He'll find one eventually as he is still plenty, plenty young and the stallions of the Apple family are always very good at making families. Then again so are the mares" Applejack explained as Naruto had learned before that not every stallion was the kind to go around with multiple mares.

"Ah yeah I can see him with a sweet and kind mare, perfect for a country colt but that makes me wonder, as a simple country mare does that mean you want a one on one relationship with only you and a stallion, no extras?" he asked, a bit curious as he's definitely learned that not all mares were the same with it came to sex and romance.

"Hmm, I wouldn't say I'm against it but I guess it depends on who the stallion is with as, let's say as a random example, the stallion was rutting two of my friends. I can't say I'd be too against it if that was the case" Applejack told him, smirking as she looked at him from the corner of her eye.

"Here Big Mac, let me help you" Applejack said, trotting off towards her brother before he could reply. Naruto though knew something was up as he swore she was swaying her hips and swishing her tail more than usual, showing off her rather plump and toned freckled flank to him.

Work went on smoothly for the rest of the day until time school got out as shortly after he heard the school bell ringing in the distance. It didn't take long before a small blur flew at him in an attempt to crash into him, an attempt that would have worked if not for his tails catching the blur and holding a smiling Apple Bloom upside down in front of him.

"Heya Naruto! How's work been?" Apple Bloom asked as if trying to tackle him was absolutely normal though with her and how she was around him it more or less was.

"Been good, tiring but that's good for me, what about you? How was school you little scamp" Naruto teased, setting her down on his back since that was where she was going to go in the end if he set her down on the ground.

"Booooring~" she whined out, flopping down on his back as he resumed walking towards the next tree, a few of his tails offering her shade from the sun. "Ms. Cheerilee is a great teacher and all but school is so hum-drum boring" she continued while Naruto nodded along.

"Trust me I know where you are coming from Bloom, school was hard for me too. I couldn't pay attention and I struggled but you just have to do your best, okay?" he told her, getting her to walk up his back – which barely felt like anything due to how light she was – before she put her hooves on his head and leaned down, her face in front of his.

"Wait you went to school in the Everfree forest? There's a school out there?" Apple Bloom asked, confused as anything resembling civilization and the Everfree forest just did not mix in her mind.

"No, I'm not from the Everfree forest, that's just where I would up in after getting lost once I left my homeland. You'd be surprised where you end up when you are lost" he told her, covering up his slight slip up a bit which seemed to go over well as she moved off his head and back to lying down on his back.

"So what is your home like? Is it full of foxes like you? Is it anything like Ponyville since I hear you never saw ponies before comin' here, at least that's what Applejack told me" she said, her curiosity reminding him more of Konohamaru the more she talked a bit.

"It was full of a bunch of different people, not all foxes like there was a scarecrow dog, a duck, a pink cat, a tanuki which is a mix between a raccoon and a dog, and a whole lot more" he told her, remembering his team and Gaara while trying to 'animalize' them in one way or another.

"Do you miss it?" Apple Bloom asked, a bit of worry in her voice as if she was afraid he might leave.

"Of course I do but it's not like I can go back, I've lost the way back…I'm certain though everyone knows I'm safe and alive. Even if I do find a way back it's not like I'm going to abandon this place…I've met too many important ponies here" he told her, getting her mood to lighten up as she hugged her arms around his neck.

"I'm glad to hear that, wouldn't want my family's best farm hand to up and skedaddle" Applejack said with a smirk as she walked up to them. "And you, my little filly sister, need to go inside, clean up, and start on your homework. Hanging out with your colt-friend can be for later in the week as its bout time for him to head on home" Applejack teased, Naruto seeing Apple Bloom's face turn darker than her hair.

"S-Sis! H-He ain't my colt-friend! H-He's just a good friend sh-shut up!" she yelled out instantly, her blush only increasing as she saw he was looking. "I-I'll see you later Naruto! Don't listen to her!" she yelled looking down at the ground once she bolted off towards her house, Naruto sighing a bit as her kicking off his back like that did hurt a bit.

"Did you really have to tease her and send her running when she was on my back like that?" he asked before Applejack just chuckled and patted him on the back.

"Sorry there partner but if I didn't she wouldn't have ever left and despite Granny loving the idea of you being over for dinner I suppose you got some mares waiting for you at home, don'tcha?" she teased, nudging his side with her hoof with an almost knowing smirk that only made him look away.

"I suppose…" he said while she started laughing a bit at him admitting she was right.

"Well, best not to keep mares waiting as we can be awfully wild when we've had to wait" she told him as she made her way towards her house. "Thanks for the hard work as always Naruto, you're really helping us rake in the bits. I'll see you tomorrow so don't let them tire you out too much~" she teasingly sang out, smirking back at him while again, he noticed a very visible sway to her hips. Only this time she did so while looking him right in the eyes.

'Okay something is definitely up' he thought with a bit of a grumble, only able to tear his eyes away as she entered her house.

He wasn't against there being something, he just…wasn't sure. Even before this Applejack had this 'naturalness' to how she acted around him, being a bit forward and borderline flirty but always had a friendly vibe to her. Right now it was more or less the same but with an added 'certainty' to it.

'I guess I'll have to see how it goes' he thought, shaking himself out of the daze as he made his way out of the farm and back into town.

He was a bit more into his thoughts as he walked through town, still smiling and greeting ponies that called out to him but he wasn't quite there fully. Due to this he barely had any time to react as a rainbow colored blur shot at him, only able to catch her mere fractions of a second before she had crashed into him.

He had to use his tails to stop them from skidding back too much as with the speed the blur was going at the force nearly toppled them over.

"Rainbow Dash, what is up with you trying to tackle me all the time?" Naruto asked, looking down at the proudly smiling pegasus that he held around her waist.

"What? I have to keep you on your toes. Keep your guard down and boom! Rainbow Dash is on top" she said, as if her nearly tackling at all times was training she was imposing upon him. "And with how you barely caught me in time it seems like it's needed even more that I thought" she added with a smirk that he couldn't even be annoyed at, it instead making him chuckle a bit at as he set her down.

"And what do you suppose you have to do to help?" Naruto asked, finding Rainbow Dash to be a perfect distraction.

"Simple! We're going to have a race!" she declared flapping her wings as she started floating in front of him and motioned for him to follow her. "We are going to circle around Ponyville once, using the dirt trail I made in my spare time while starting at the front entrance into town and whoever gets back there first wins. Of course I'll stay at a low altitude so it'll be fair" she explained before landing beside him as they stood under the large sign that read 'Welcome to Ponyville'.

"So, what do I get when I win?" Naruto asked, smirking over at her as she grew a massive smile of her own since he knew Rainbow Dash loved a confident opponent. They had raced and she had challenged him to several things during his time living here so far and for the most part they were even in wins and losses. He was good at various things while she always edged out when it came to races and things involving speed.

Though, unknown to her, he had been practicing since as a human he had been rather fast and he wanted to get his speed back while in his new fox form.

"Oooo, big words coming from a fox who is as slow as a turtle! Fine, whoever loses has to do whatever the winner says for the whole day so you better be ready to wear and carry a bunch of stuff that says how awesome I am after you eat my rainbow colored dust!" she yelled out, getting ready as she hunched down so she could bolt at any second.

"We'll see about that" he said as he hunched down as well, getting ready before looking over at her, getting a nod to show she was ready. "On your marks! Get set! Go!" he yelled before they both bolted off, leaving a large dust cloud from their speed.

It had honestly taken him a good while to get use to running on all fours but now he was confident he was easily able to run without potentially tripping or slowing down.

"Keeping up so far, lets see how it goes when I get serious!" Rainbow Dash yelled, smirking back at him before she sped up, making a mini-shockwave from the air as she picked up speed.

"Okay, then let me get serious as well!" Naruto yelled back, gritting his teeth as he worked to remember how this felt in practice with his new body.

'Come on, I may be a fox but I still have a chakra network. All I need to do is use what Kokuo showed me during the war. Boil release, increase my chakra to its boiling point and propel myself forward. I know I can do this much, I've done it in practice!' he thought as he ran, seeing steam slowly roll off his forearms and forelegs.

He couldn't help but smile as he was rapidly gaining speed, making a little shockwave every time he pushed off due to the steam shooting him forward a bit. The shocked look on Rainbow Dash's face also made it worth it as he overtook her.

"W-What the hay!?" Rainbow Dash yelled as she watched Naruto overtake her, him looking way cooler than he did early as he had steam rolling off him and was bursting air out of him. "No fair! You can't use your special powers!" she yelled out at him as she kicked it up a gear to slowly catch up with him.

"You never said no powers! Think of this as me going into my next gear!" Naruto yelled back at her, focused on what was ahead of him as while he ran he realized how he didn't quite have full control of things. He knew it'd be hard and tricky to use while running as he had trouble even stopping with it in practice but he was having fun so as long as he could keep steady for one lap then he'd be fine.

Of course he still had to focus on staying ahead of Rainbow Dash and not accidentally hurting her with the steam bursts that were being caused by his chakra.

By the way they were half way around Ponyville they were basically neck and neck with Rainbow Dash flying above him a bit so she wouldn't get scalded by the steam. Neither of them were really talking, both purely focused on keeping speed and staying ahead of the other with a massive smile on both of their faces.

Naruto, as he focused on staying on the inside track, knew he couldn't push it any further as he had learned through experiments with clones that if he boiled the chakra too high limbs could explode. He was amazed though that Rainbow Dash was keeping up with him but even he knew this was her limit from the strain that he could see on her face when he snuck a peak at her.

As the finish line was in sight he could see they had attracted a crowd a bit as people were curious of the outcome since Rainbow Dash was Ponyville's fastest flier. He was thankful that clones were keeping everyone back a bit so that they weren't potentially in the way.

'One last push! I can do this!' he yelled in his head as he kept running, pushing his chakra to the absolute limit with one last burst as he and Rainbow Dash flew past the gate, Rainbow Dash immediately flying up to slow down. Naruto though had to quickly summon several clones to grab him, hoping they'd be enough to slow him down and bring him to a halt before he crashed into anything or anyone.

Thankfully no disaster happened, allowing him to fall back on his back, panting in exhaustion as an equally tired Rainbow Dash plopped next to him. "S-So…who…won?" she panted out, looking around to see if anyone had caught who had won.

"Sorry, seems your race ended in a tie. A snout from each of you across the line at the same time" Mayor Mare said with a chuckle as she held out a photo that was taken, showing both of their noses crossing at the same moment.

"No way! Seriously!?" Rainbow Dash yelled in shock before grunting as she fell back down. "So not cool" she grumbled while Naruto couldn't help but laugh with a large smile.

"All in all neither of us lost and that was a beyond intense race. Can't say you weren't enjoying yourself, plus if anything this just means we have to have a rematch" he told Rainbow Dash, getting the pegasus to groan before looking at him with a smirk.

"Oh I'll train and next time I'll make it where I can let out a sonic rainboom to kick your sorry tailed butt" she taunted, sticking out her tongue at him causing everyone around them to laugh at their antics while helping the both of them to get up.

"We could make it a town event" Mayor Mare said while Rainbow Dash smiled at that prospect of having a race she was in becoming a town event for everyone to watch.

"Yeah it'll be awesome! We'll let you know when we plan to do it since I feel we'll both need a whole lot of training. You better stay alert as I won't let you get off easy next time" Rainbow Dash said, slugging his arm light with her hoof with a warm and happy smile before as she slowly flew off, visibly sore but excited due to the massive smile on her face.

"Glad to see you are enjoying yourself Naruto. That was quite a sight" Mayor Mare said with a smile while Naruto smirked and sat down a bit while she sat beside him once the crowd dispersed to spread the news of a 'rematch'.

"Yeah, that was seriously a nice breather and I'm glad we didn't destroy anything" he told her, making her giggle a bit as she patted his leg with her hoof.

"Oh if you did you'd be fine, that's a benefit for being intimate with the mayor~" she whispered to him kissing his cheek before she got up. "Be sure to come visit when you get some time tomorrow and we can plan this race" she added with a wink which easily told him how they'd do more than that and honestly, as he watched her sway her hips and swish her tail to show off her marehood to him, that sounded really nice.

'We'll where it goes with Applejack in time but for now, I need to focus on the mares I'm with' he thought with a chuckle as he stood up and made his way home to the two mares who were surely waiting patiently for the real thing.

 **-Three Days Later-**

Naruto wasn't quite annoyed, since that would imply he was upset, as throughout the last few days Applejack had dialed up her 'flirting'. He had been waiting until he was certain that she was flirting since she was always so nonchalant about it and acted like she wasn't doing anything that it confused him a good deal.

After a few days of this he had asked Cup about it and she had merely giggled and told him how she found his uncertainty to be cute but to go for it the next chance that presents itself near the end of the day and honestly he was.

"Hey Naruto, can you come and help me get something up in the barn? I can't find the ladder and you are the tallest one here" Applejack called out, getting him from his thoughts as he cleared his throat.

"Sure thing, coming" he told her as he dropped off the buckets of apples he had, along with the empty ones, with Big Mac and headed to the barn. "So what is it that you need?" he asked as he looked around to see her in the middle of the barn before she motioned above her with her hoof towards the pseudo floor between the first and second stories of the barn that were used for storing various tools and equipment.

"I need the spare wheel to the cart so if you could lift me up there so I can find it that'd be great" Applejack said with a smile while Naruto rose an eyebrow at her.

"Lift you up there? Wouldn't it be easier for me to go up there?" Naruto asked since he could shrink down, a skill both Applejack and Apple Bloom got a kick out of, and look around easier than she could.

"Naw as I know where it is so it'll be quicker this way. Plus its rather precarious up there so I wouldn't want everything toppling onto you when I know how to move around up there" Applejack said simply, not allowing for him to go up there with a knowing look on her face.

"Fine, I guess all I can do is lift you up" he said, a bit unsure how to do it before she turned around and looked back at him, as if to say he was going to pick her up from behind and lift her up. Then again there really wasn't any other way as doing it from the front didn't make sense and it would be difficult.

 **-Lemon Start-**

He was gentle as he lifted her, trying not to look at her flank while he did but found that excruciatingly difficult since with raising her up it was right in front of him. He was able to see just how plump and toned it was as well as just how many freckles were scattered across them.

The higher he rose her the more dangerous it was as he was able to see not only her marehood but also her teats once her tail moved out of the way, the action of which made him freeze. Her teats were large, a good bit smaller than Cup, Fluttershy, and Pinkies but bigger than Mayor Mare's with her nipples being a lighter blonde than her coat. She even had freckles on them a bit which seriously made them look incredibly sexy.

Her marehood was honestly what made him pause the most, it being a darker shade than her coat and rather wet, her clit peeking out as he could smell her arousal strong, it hitting him like a punch to the gut.

"Well? Are you going to make a mare ask for it?" Applejack asked, looking down at him with a smirk as he didn't need to be told anything else as that was the straw that broke the camel's back.

Applejack let out a startled gasp as he quickly moved her onto her back, lying down on a bale of hay as he started to lick her marehood. "O-Oh Faust, finally~! You seriously need to get use to reading a mare's hints" Applejack moaned out as he continued to lick inside her marehood, her finding the sensation new and very interesting. "But they told me you would snap if I kept at it" she added, smiling down at him as he looked up at her.

"I should have figured, Cup's advice today was too obvious" he grumbled before he slowly licked up her marehood and flicked her clit with the tip of his tongue which got a gasp out of her. "Can't say I mind though since I finally get a piece of this flank that has been on my mind for a while" he told her, making her smirk down at him.

"Is my flank that nice?" she asked as she rolled over and wiggled it back and forth slowly for him. "I've seen Pinkie and Ms. Cake's flanks and mine is more toned than all plump like theirs" she continued before she bit her lip as Naruto started to kiss her flank while his hand rubbed her marehood.

"Your flank is plenty plump and I love how toned it is, plus these freckles of yours make it even sexier. I'm going to enjoy every last bit of you so I hope you know you won't be leaving for a while" he growled out into her ear, making her moan softly and her tail shooting straight up to present herself to him.

"I know what I got myself into so give me the amazing rutting I hear you give big boy~" she purred out before she let out a soft moan as he quickly dived back into licking her marehood.

The taste of her marehood obviously had a hint of apples, something he had pinned long before now, but he swore it creamy almost as if it was apples and vanilla ice cream. It was seriously addictive, nearly as addictive as Cup's flavor of icing or Pinkie's flavor cotton candy and made him press up against her marehood even more so he could lick her deeper.

"T-They told me to expect you to do things I've never imagined having done to me and Faust its already amazing~" Applejack moaned out enjoying this more and more as she found his tongue hitting spots that seriously sent jolts through her body.

"Just give me time, I'll show you more and more~" he told her as he cupped her teats and started to grope them, pinching her nipples softly as she spread her legs apart for him to make it easier for him to play with. "How does this feel? Does having your teats played with feel good like it does for all my other mares~?" he asked out before he surprised her by sucking on one of them which made her let out a quivering moan.

"This is so weird but damn does it feel nice~ Show me more big bOY~!" she started to purr out before she yelled and let out a loud moan as he spanked her hard. "Oh Faust! Harder~!" she growled out, looking back at him with a fire in her eyes before he spanked other cheek even harder than he did the last one.

He kept spanking her flank hard, alternating cheeks as she kept moaning and wanting more, not even caring that her flank was starting to grow red. If anything the redder they got the more she wanted it.

"F-Faust~! I-I'm cumming!" Applejack screamed out almost as he gave one hard smack to one of her cheeks, moaning loudly before her body started to quiver and she started to squirt a bit.

Naruto was surprised a bit, never having seen someone cum from being spanked but it was rather obvious to him now that Applejack loved it rough and rough was something he could definitely do, especially with the scent of her filling the barn for him.

"Not nice Applejack, cumming before me. I guess I'll have to really punish you" Naruto growled out to her, roughly grabbing one of her red cheeks which got a hiss and a moan out of her before he used his other hand to help guide and line his hardened dick up to her marehood.

Him rubbing the tip against her glistening marehood made her let out a coo, pressing up against his dick instinctively to try and get it in her before he stopped her which in turn got her to let out a whine.

"You behave little miss" he told her, grabbing her ass hard, getting her to nod and whine again but this time a bit of pain in the whine. "You came before I even got to play with you so you let me take my time" he added before she looked back at him with pleading eyes.

"Y-Yes sir~ Just please give me your dick, I really need it~" she moaned out, smiling as he rubbed the tip of his dick up and down the slit of her marehood.

He smiled as he grinded against her marehood, still teasing as he got his dick nice and coated in her juices before he pulled back a bit and lined up the tip of his dick with her asshole. As the tip of it prodded against her puffy asshole Applejack's eyes shot open in shock, looking back to him but before she could ask what he was doing he shoved every inch into her.

If it wasn't for him covering her mouth he was certain she would have let out a moan audible back in town and then some, her eyes rolling back into her head. Once he pulled his hand away she fell limp a bit, her tongue hanging out of her mouth with a smile.

"H-Holy crap…I-I w-what happened?" Applejack asked, clearly in a daze and most likely blacked out for a second when he bottomed out inside her as he rubbed her ass with a smile.

"I just took your anal virginity, instead of fucking your marehood I'm going to pound your ass for cumming without me" he growled into her ear, that alone making her tighten even more around his dick before he started to thrust as best as he could in her ass.

Immediately, just after bottoming out into her, he knew he'd really have to thrust hard to move in her ass it was unbelievably tight and was clinging to him as if it didn't want him to leave at all. He grabbed both of her cheeks for leverage, sometimes alternating between thrusting and moving her to try loosen her up a bit.

"Fuck! Fuck! Fuck! M-My ass f-feels t-too g-good! I-It's al-almost sc-scary~!" Applejack yelled out with a moan, with each thrust as she had resorted to biting her hat while she smiled a big and happy smile to try and muffle her screams and moans. Her moans only grew louder for a second, her eyes rolling back into her head a bit as well, as he flipped her over back to her back while he was still in her.

"I'm glad you've taken such a liking to having your ass plowed as god does your ass feel heavenly and so. Fucking. Tight" he growled out to her, putting his hands around her waist as he thrusted with every word before quickly picking up speed while really putting more and more force behind each thrust.

The sight of her teats bouncing with each hard thrust and her half lidded already fucked stupid look on her face only made him want to fuck her harder.

Thankfully, as he continued to thrust, her ass was getting use to his dick stuffing it and while still tight it was becoming easier to really thrust harder and faster in her. The feeling of her formerly virgin ass was insane and while he hadn't done anal yet with any other mare, as he wasn't sure how they'd react, this made him definitely want to fuck both Cup and Pinkie's plump asses.

"F-Faust, I-I'm cumming. C-Can I cum, p-please~" Applejack panted out frantically, wanting to cum again and asking if she could since she was getting her ass fucked due to cumming before him.

"Yes you can as god I'm so fucking close! I'm going to cum buckets inside your virgin ass so you better not pass out as next is this gushing marehood of yours" he growled out, reaching down to pinch her clit which only seemed to set her off, her ass tightening hard around his dick as she started to cum.

This time he was able to cum as well, thankfully having bottomed out in her before her ass gripped his cock so tightly he couldn't move. Letting out his cum in her ass felt amazing, his knot swelling inside her which only made her ass squeeze around his dick more and more.

Applejack was legit seeing spots, her vision growing blurring and hazy as she felt what seemed like boiling hot liquid shoot into her ass. This only made her cum harder, something that was started to scare her as she reached out to hug him as he continued to thrust a bit in her ass.

He seemingly just kept cumming and cumming, though with how Applejack's head felt she knew she didn't have a good sense of how long it was going on for. As he seemingly finished the knot of his dick, which the others had told her about, seemingly shrunk and after some tugging that made her moan and whine at he was able to pull his dick out of her ass.

She could feel his cum in her ass, her body wanting to push it out but also wanting to keep it in her. She didn't worry about that right now as she watched him, unable to turn her head due to her body being limp and on its side, go over to a water spout and wash his dick off.

This was her first time seeing it since he really had just shoved it right into her and Faust she was amazed that something that big had been able to get stuffed into her ass. She was very excited as it was still very hard and he was returning to her with a look in her eyes that told her the fun wasn't over yet.

"M-More?" she asked with a smile, her body recovering a bit as he rolled her onto her belly again and spread her legs.

"Of course, I'm sure you heard from the others that I'm never content with one round so let's hope you get your second wind after recovering from having your ass fucked. You got to show me that country girl stamina after all~" he whispered out to her, putting her hat back on her as he softly rubbed the tip of his dick up and down her marehood only this time he was going to fuck it.

"Oh trust me big man, I'll show you what a cowgirl can do when she isn't surprised by a cock up the ass~" she purred out, her head losing its fog and her body recovering as her marehood was still craving the cock that had gone to her ass first.

"So I'm 'big man' now? What happened to 'Sir'?" he asked with a smirk as he spanked her ass getting her to moan and chuckle a bit at the end of it.

"Oh you'll have to earn that~ So what are you waiting for, make me your mare entirely~" Applejack purred out, smiling excitedly as she felt the tip of his dick poke against her marehood before she let out a happy and laughing moan as he slammed every inch of his dick into her.

"Like that, you've been wanting my cock from the start haven't you~?" he whispered into her ear, getting her to nod with a content smile to show she had really been wanting this.

"Fuck yes it is and Faust it is filling me to the brim just like it did my ass~ Can't wait to see how it is when you use IT~!" she yelled, her eyes widening and growing a massive smile as he started to fuck her hard and fast straight out the gate. "Faust I love how you are so fucking rough with me~!" Applejack moaned out in ecstasy as she's been with a good few stallions and had always hated how they never were as rough with her as she wanted, but then again no stallion was even a fraction like how Naruto was with her right now.

The others were absolutely serious when they said he'd ruin her for other stallions as Faust she could not go back to regular sex even if they offered her a million bits.

"Oh I can be even rougher than this" he told her, getting her to widen her eyes in excitement as Naruto grew in size a bit to make his dick even bigger inside her as he thrusted as fast and as hard as he possibly could which was seriously making her flank ripple just as amazingly as Cup and Pinkie's did.

He swore, even before he grew in size, the tightness mixed with how her pussy pulsated and squeezed his cock made him want to do nothing but pound her for hours. He figured a bit that all her field work seriously made her insides a bit stronger as they were seriously able to squeeze and grip him unlike any of the others and as he grew in size that only increased more so.

"F-Fuck yes~! Plow me just like that! I'm going to cum so damn hard~!" she growled out as she dropped her head onto the hay bale while he just kept fucking her at this insane pace.

"You better not pass out as I cum as I swear if you do I'm going to just keep fucking you" he growled out to her, her pussy tightening around him showing how she was completely okay with them. "God you just are loving my cock aren't you!" he growled out louder, spanking her ass as hard as he could getting her to moan loudly from behind her bit lip.

Him spanking her ass like that set off a chain reaction of her pussy tightening even harder around his dick as it came which in turn made him start to cum as well. She swore as his knot swelled inside her that she was going to burst from the amount of cum she felt him shooting in her. She even felt her stomach grow a bit from how much since with his knot plugging her up there was nowhere for his cum to go.

Her third orgasm of their fucking seriously was not ending as he just kept thrusting as he came and by the time he was done, the mere feeling off him pulling his cock out of her made it continue.

"So how about now? Have I earned a 'Sir'?" he asked, turning her back onto her back as he smiled down at her, a weak smile on her face as she nodded.

"Y-Yes sir~ Please keep fucking your mare sir, she wants more~" Applejack said in a daze, her eyes half closed which only made Naruto smile at as he rubbed his cock against her ass again.

"Seems like my mare needs some more training to handle me, when better to start training then now~" he told her, smiling as he thrusted back into her ass and making her let out a loud quivering moan.

"Yes sir~!"

 **-Lemon End-**

As Naruto let Applejack wash off using the hose shower in the barn he was thankful that Big Mac had seemingly taken Apple Bloom to town so at least the two of them hadn't heard him and Applejack going at it.

Though he seriously doubted that they weren't able to be heard from town with how loud Applejack got at times.

"Sorry about that sugarcube, I needed an extra-long wash as you really let out a lot in and on me~" Applejack almost purred out as she walked out of the barn, her hat – which he had made sure not to get dirty – sitting on top of her somewhat dried hair.

"It's fine, I did go a little bit overboard" he told her, getting her to bump up against him with a smirk.

"A little bit? I passed out three times, just once is surprising for me but damn if it wasn't enjoyable~" Applejack said in a dreamy sigh, a happy smile on her face and her cheeks a bit red. "Never thought I'd become somepony's mare but guess if I had to be with anypony it might be somepony like you who ain't like anyone else" she said, making him smile as he leaned down to kiss her, getting her to smile happily while she returned it.

"What was that for?" she asked, liking the kiss but merely curious as like a lot of stuff that had happened today, that too was a first for her.

"Just wanting to kiss you as you looked really cute" he told her, getting her to blush and swat at him with her hat out of embarrassment. "Look just cause I got with you doesn't mean I'm going to stop working here as honestly, I started working here to try and get a break from all the sex" he added as she nodded, seemingly understood that from the start.

"I reckoned that was why but don't worry, we are very professional here. We work and on lunch break or after the day is done then we can let loose. I know you won't work her all day every day as you ain't about to forget your other mares, right?" she asked, smiling as he nodded.

"Then good! Everything is all good but I figure its bout time for you to be heading back. Thankfully your clones covered the shifts today but honestly I'm not complaining" she added, getting him to chuckle as he gave her another kiss.

"I'll see you tomorrow?" he asked as she nodded and gave him a kiss of her own.

"You better or else I'll feel like you just wanted sex out of me" she teased while this time she was the one to watch him walk away. 'Though Faust I should have asked him to help me walk back to the house as damn does my flank hurt in like seven different ways' she thought as she hobbled back home, her cheeks still rather red from being spanked so much – something cold water wasn't going to entirely fix as ice was needed – and her flankhole still sore from being pounded so much.

But hey, she wasn't complaining.

 **-Chapter End-**

Woo~! AJ's finally a part of the group~! I'll admit AJ is one of my faves as god to her freckles do something for me lol

Now a few things, the scene at the start was more or less to show 'Hey, even if it isn't shown, stuff still goes on in the background' which I doubled down on with Mayor Mare. This does not mean lemons with them will not pop up again as if I didn't use them again that'd just be beyond stupid. It just means they aren't forgotten.

Before you say anything Naruto is going to take a bit to get use to how forward some ponies are since some are very forward like Pinkie and some are very submissive like Fluttershy. He needs to learn and understand the signs of 'Hey! This mare is interested' and whatnot. I also delved a bit into how/why Big Mac won't have a massive harem of his own despite being a strong stallion and all, which honestly he is a simple guy so one is fine for him. And before anyone says anything (again) while AJ isn't normally the kind to have sex with guys (some people view her as the 3 dates and maybe sex kinda girl) you have to realize this Equestria is more mature and whatnot so always keep that in mind

Also AJ is the first mare he's done anal with, others will have it done to the but not every mare as honestly I don't quite see 'Fluttershy + anal' working in my head as she's too soft and pure for Naruto to do that to her. Pinkie and Cup on the other hand, they have flanks made for it~

Other than that stuff some stuff with Rainbow Dash was shown which I felt was nice as she is going to be in the harem (she's spunky, I like that) and Boil Release was shown, signifying Naruto has been training in secret so look forward to him using chakra to fight and do stuff

Till the Next Time

Drop a review!

See Ya!


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